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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-26 · 389 added, 398 removed, 1379 unchanged (36% of the section changed)

11 unchanged sentences

Presentation of Financial Statements and Significant Accounting Policies

Pershing Square

Discontinued Operations

62 unchanged sentences

Master Planned Communities (MPC) cost of sales estimates

As discussed in Note 1 to the consolidated financial statements, when developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs, based on relative sales value, that beneﬁt the property sold.

For purposes of allocating development costs, estimates of future revenues and future development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale.

9 unchanged sentences

• comparing the Company’s historical cost escalation and sales price escalation estimates to actual results to assess the Company’s ability to accurately estimate these amounts

• performing site visits for certain MPC developments to compare the overall status of the developments to what is reflected within the MPC cost of sales estimates.

• performing site visits for certain MPC developments, as needed and historically when warranted, to compare the overall status of the developments to what is reflected within the MPC cost of sales estimates

• comparing expected price per acre for each property type available for sale to applicable market data

23 unchanged sentences

Other assets, net 245,078 281,551

Assets of discontinued operations — 615,272

Total assets $ 10,639,461 $ 9,211,236

3 unchanged sentences

Accounts payable and other liabilities 1,518,047 1,094,437

Liabilities of discontinued operations — 227,165

Total liabilities 6,797,215 6,369,462

72 unchanged sentences

Pension adjustment (b) 90 375 259

Reclassification of the Company's share of previously deferred derivative gains to net income (c) — — ( 6,723 )

Other comprehensive income (loss) ( 3,795 ) 696 ( 9,063 )

2 unchanged sentences

Comprehensive income (loss) attributable to common stockholders $ 120,102 $ 198,399 $ ( 560,836 )

(a) Amounts are shown net of deferred tax expense of $ 0.1 million for the year ended December 31, 2024, deferred tax benefit of $ 2.7 million for the year ended December 31, 2023, and deferred tax expense of $ 9.5 million for the year ended December 31, 2022.

(a) Amounts are shown net of deferred tax benefit of $ 1.2 million for the year ended December 31, 2025, deferred tax expense of $ 0.1 million for the year ended December 31, 2024, and deferred tax benefit of $ 2.7 million for the year ended December 31, 2023.

(b) The deferred tax impact was not meaningful for the years ended December 31, 2025, 2024, and 2023.

(c) In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker and released a net of $ 6.7 million from Accumulated other comprehensive income (loss), representing the Company’s $ 8.6 million share of previously deferred gains associated with the Venture’s derivative instruments net of tax expense of $ 1.9 million.

See Note 3 - Investments in Unconsolidated Ventures for additional information.

See Notes to Consolidated Financial Statements.

14 unchanged sentences

— — — — 259 — — 259 — 259

Deconsolidation of Ward Village homeowners’ associations — — — — — — — — ( 211 ) ( 211 )

Teravalis noncontrolling interest — — — — — — — — 219 219

Reclassification of the Company’s share of previously deferred derivative gains, net of tax expense of $ 1,912 (a)

— — — — ( 6,723 ) — — ( 6,723 ) — ( 6,723 )

Repurchase of common shares — — — — — ( 4,283,874 ) ( 388,372 ) ( 388,372 ) — ( 388,372 )

Stock plan activity 269,518 1 15,935 — — ( 33,501 ) ( 2,728 ) 13,208 — 13,208

Other — — — — — — — — ( 22 ) ( 22 )

Balance, December 31, 2023 56,495,791 $ 565 $ 3,988,496 $ ( 383,696 ) $ 1,272 ( 6,457,777 ) $ ( 613,766 ) $ 2,992,871 $ 66,053 $ 3,058,924

5 unchanged sentences

Teravalis noncontrolling interest — — — — — — — — 206 206

Distribution of Seaport Entertainment Group Inc.

to stockholders — — ( 428,229 ) — — — — ( 428,229 ) — ( 428,229 )

Stock plan activity 114,218 1 16,007 — — ( 36,082 ) ( 2,823 ) 13,185 — 13,185

Other — — — — — — — — ( 22 ) ( 22 )

Balance, December 31, 2024 56,610,009 $ 566 $ 3,576,274 $ ( 185,993 ) $ 1,968 ( 6,493,859 ) $ ( 616,589 ) $ 2,776,226 $ 65,548 $ 2,841,774

4 unchanged sentences

— — — — 90 — — 90 — 90

Deconsolidation of Associations of Unit Owners — — — — — — — — 979 979

Teravalis noncontrolling interest — — — — — — — — 317 317

Distribution of Seaport Entertainment Group Inc.

to stockolders — — ( 428,229 ) — — — — ( 428,229 ) — ( 428,229 )

Issuance of common shares, net 9,000,000 90 862,699 — — — — 862,789 — 862,789

Stock plan activity 300,631 3 19,865 — — ( 46,428 ) ( 3,529 ) 16,339 — 16,339

Balance, December 31, 2025 65,910,640 $ 659 $ 4,458,838 $ ( 62,096 ) $ ( 1,827 ) ( 6,540,287 ) $ ( 620,118 ) $ 3,775,456 $ 66,790 $ 3,842,246

(a) In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker and released a net of $ 6.7 million from Accumulated other comprehensive income (loss), representing the Company’s $ 8.6 million share of previously deferred gains associated with the Venture’s derivative instruments net of tax expense of $ 1.9 million.

See Note 3 - Investments in Unconsolidated Ventures for additional information.

See Notes to Consolidated Financial Statements.

19 unchanged sentences

Net gain on sale of properties ( 29,825 ) ( 22,907 ) ( 24,162 )

Net gain on sale of unconsolidated ventures — — ( 5,016 )

Loss on sale of MUD receivables 48,197 48,651 —

1 unchanged sentence

(Gain) loss on extinguishment of debt 698 465 97

Equity in (earnings) losses from unconsolidated ventures, net of distributions and impairment charges 12,436 ( 15,539 ) ( 8,191 )

Provision for doubtful accounts ( 499 ) 8,274 34

Master Planned Community development expenditures ( 427,979 ) ( 403,633 ) ( 396,125 )

Master Planned Community cost of sales 151,177 126,167 111,723

Equity in (earnings) losses from unconsolidated ventures, net of distributions 4,496 12,436 ( 15,539 )

Provision for (recovery of) doubtful accounts 3,414 ( 499 ) 8,274

Master Planned Communities development expenditures ( 477,870 ) ( 427,979 ) ( 403,633 )

Master Planned Communities cost of sales, net of SID bonds transfers to buyers 170,968 151,177 126,167

Condominium development expenditures ( 511,013 ) ( 681,998 ) ( 472,666 )

Condominium rights and units cost of sales 565,419 53,156 465,711

Condominium rights and units cost of sales, net of closing commissions 358,953 565,419 53,156

Other 4,742 — 1,319

16 unchanged sentences

Investments in unconsolidated ventures, net ( 3,582 ) ( 3,500 ) —

Other ( 1,458 ) — —

Net parent investment in discontinued operations — ( 169,490 ) ( 115,185 )

10 unchanged sentences

Principal payments on mortgages, notes, and loans payable ( 782,458 ) ( 807,548 ) ( 147,623 )

Repurchases of common shares — — ( 403,863 )

Proceeds from issuance of common stock, net 862,789 — —

Debt extinguishment costs ( 422 ) — —

Special Improvement District bond funds released from (held in) escrow 25,254 16,850 11,037

Deferred financing costs and bond issuance costs, net ( 6,235 ) ( 569 ) ( 18,220 )

Deferred financing costs and bond issuance costs ( 6,091 ) ( 6,235 ) ( 569 )

Taxes paid on stock options exercised and restricted stock vested ( 3,641 ) ( 2,306 ) ( 2,696 )

Stock options exercised 58 — —

Issuance of Teravalis noncontrolling interest — — 31,234

Distribution to noncontrolling interest upon sale of 110 North Wacker — — ( 22,084 )

Sale of preferred stock in Seaport subsidiary — 9,850 —

16 unchanged sentences

Income taxes paid (refunded), net

Federal 8,793 1,500 5,305

Texas 560 2,443 2,379

Arizona 410 — —

Maryland 235 — —

New York ( 14,150 ) — 2,300

Illinois — — 624

All other states 150 — —

NON-CASH TRANSACTIONS — CONTINUING OPERATIONS

Accrued property improvements, developments, and redevelopments $ ( 13,441 ) $ 909 $ 12,539

Consideration from sale of properties $ 41,125 $ — $ 5,250

Special Improvement District bond transfers associated with land sales 18,014 13,883 7,774

Special Improvement District bonds transfers to buyers 17,736 18,014 13,883

Special Improvement District bonds held in third-party escrow 16,425 37,990 21,290

Capitalized stock compensation 3,187 3,936 4,669

Accrued property improvements, developments, and redevelopments ( 9,612 ) ( 13,441 ) 909

Initial recognition of operating lease right-of-use asset — 766 —

Initial recognition of operating lease obligation — 766 —

Issuance of Teravalis noncontrolling interest — — 33,810

MPC land contributed to unconsolidated venture — — 21,450

NON-CASH TRANSACTIONS — DISCONTINUED OPERATIONS

6 unchanged sentences

Presentation of Financial Statements and Significant Accounting Policies

General On August 11, 2023, Howard Hughes Holdings Inc.

(HHH or the Company), a new holding company, replaced The Howard Hughes Corporation (HHC) as the public company trading on the New York Stock Exchange.

Existing shares of common stock of HHC were automatically converted, on a one -for-one basis, into shares of common stock of HHH, with the same designations, rights, powers, and preferences, and the same qualifications, limitations, and restrictions, as the shares of HHC common stock immediately prior to the reorganization.

HHH became the successor issuer to HHC pursuant to Rule 12g-3 (a) under the Exchange Act and replaced HHC as the public company trading on the New York Stock Exchange under the ticker symbol "HHH."

General Howard Hughes Holdings Inc.

(HHH or the Company) is a holding company that owns a real estate development subsidiary, The Howard Hughes Corporation (HHC).

Through HHC, the Company operates a large‑scale, mixed‑use real estate platform focused on the development of master planned communities (MPCs), the investment in strategic real estate development opportunities, and the ownership and operation of income‑producing properties.

References to HHH, the Company, we, us, and our refer to Howard Hughes Holdings Inc.

and its consolidated subsidiaries, which includes The Howard Hughes Corporation, unless otherwise specifically stated.

References to HHC refer to The Howard Hughes Corporation and its consolidated subsidiaries unless otherwise specifically stated.

Together with its subsidiaries, HHH develops master planned communities (MPC), invests in other strategic real estate opportunities in the form of entitled and unentitled land and other development rights (Strategic Developments) and owns, manages, and operates real estate assets currently generating revenues (Operating Assets), which may be redeveloped or repositioned from time to time.

Seaport Entertainment Spinoff On July 31, 2024, the spinoff of Seaport Entertainment Group Inc.

and its subsidiaries (Seaport Entertainment or SEG) was completed.

SEG included HHH’s entertainment-related assets in New York and Las Vegas, including the Seaport in Lower Manhattan, the Las Vegas Aviators Triple-A Minor League Baseball team and the Las Vegas Ballpark, as well as the Company’s ownership stake in Jean-Georges Restaurants and other partnerships, and an interest in and to 80 % of the air rights above the Fashion Show Mall in Las Vegas.

Under the terms of the separation, each stockholder who held HHH common stock as of the close of business on July 29, 2024, the record date for the distribution, received one share of SEG common stock for every nine shares of HHH common stock held as of the close of business on such date.

SEG common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “SEG”.

References to HHC or Howard Hughes Communities refer to The Howard Hughes Corporation and its consolidated subsidiaries unless otherwise specifically stated.

In 2025, the Company began executing a long-term strategy to transition from a pure-play real estate company to a diversified holding company.

On May 5, 2025, the Company issued 9,000,000 shares of newly issued common stock to Pershing Square for an aggregate purchase price of $ 900 million.

In connection with the investment, the Company and Pershing Square entered into related agreements, including a Services Agreement, Shareholder Agreement, Standstill Agreement, and Registration Rights Agreement.

The Company intends to use the proceeds from the transaction to acquire or invest in operating businesses.

As previously disclosed in our Current Report on Form 8‑K filed on December 18, 2025, the Company entered into a definitive agreement to acquire 100 % of Vantage Group Holdings Ltd.

(Vantage), a privately held specialty insurance and reinsurance company, for cash consideration of approximately $ 2.1 billion.

The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026.

To support the funding of the acquisition, the Company also entered into an equity commitment letter with Pershing Square Holdings, Ltd.

under which Pershing Square committed to purchase up to $ 1.0 billion of the Company’s preferred stock, prior to and contingent upon the closing of the Vantage acquisition.

Over time, the Company will have the right, but not the obligation, to repurchase the preferred stock during specified periods and upon certain triggering events.

The acquisition is expected to be funded through the Company’s cash on hand, and proceeds from the issuance of the preferred stock.

See Note 2 - Pershing Square for additional information related to the transactions with Pershing Square in the current period.

Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP).

3 unchanged sentences

The outside equity interests in certain entities controlled by the Company are reflected in the Consolidated Financial Statements as noncontrolling interests.

As the spinoff of SEG represented a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Additionally, the related SEG assets and liabilities are classified as discontinued operations in the Consolidated Balance Sheets.

On July 31, 2024, the spinoff of Seaport Entertainment Group Inc.

and its subsidiaries (Seaport Entertainment or SEG) was completed (the Spinoff).

As the Spinoff represented a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows and, as such, have been excluded from both continuing operations and segment results for all periods presented.

The Consolidated Statements of Comprehensive Income (Loss), and Equity are presented on a consolidated basis for both continuing operations and discontinued operations.

1 unchanged sentence

See Note 3 - Discontinued Operations for additional information.

Certain amounts in the Consolidated Statements of Cash Flows for the year ended December 31, 2022, have been reclassified to conform to the current balance sheet presentation.

Specifically, the Company reclassified the Notes receivable, net from the Accounts receivable, net to Other assets, net within cash flows from operating activities.

Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report was filed.

HHH 2024 FORM 10-K | 67

FINANCIAL STATEMENTS

Index to Financial Statements

Variable Interest Entities The Company has interests in various legal entities that represent a variable interest entity.

3 unchanged sentences

or (c) where the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

HHH 2025 FORM 10-K | 67

FINANCIAL STATEMENTS

Index to Financial Statements

The Company determines if a legal entity is a VIE by performing a qualitative analysis that requires certain subjective decisions, taking into consideration the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties and the purpose of the arrangement.

7 unchanged sentences

The Company will recognize a gain or loss for the difference between the fair value and the previous carrying amount of its investment in the VIE.

Consolidated Variable Interest Entity At December 31, 2024, and December 31, 2023, the Company owned an 88.0 % interest in Teravalis, the Company’s newest large-scale master planned community in the West Valley of Phoenix, Arizona, and a third party owned the remaining 12.0 %.

Consolidated Variable Interest Entities

Teravalis At December 31, 2025, and 2024, the Company owned an 88.0 % interest in Teravalis, the Company’s newest large-scale master planned community in the West Valley of Phoenix, Arizona, and a third party owned the remaining 12.0 %.

Teravalis was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates Teravalis.

Under the terms of the LLC agreement, cash distributions and the recognition of income-producing activities will be pro rata based on economic ownership interest.

As of December 31, 2024, the Company’s Consolidated Balance Sheets included $ 542.1 million of Master Planned Community assets, $ 0.5 million of Accounts payable and other liabilities, and $ 65.1 million of Noncontrolling interest related to Teravalis.

As of December 31, 2023, the Company’s Consolidated Balance Sheets included $ 541.6 million of Master Planned Community assets, $ 0.6 million of Accounts payable and other liabilities, and $ 65.0 million of Noncontrolling interest related to Teravalis.

As of December 31, 2025, the Company’s Consolidated Balance Sheets included $ 543.9 million of MPC assets and $ 65.2 million of Noncontrolling interest related to Teravalis.

As of December 31, 2024, the Company’s Consolidated Balance Sheets included $ 542.1 million of MPC assets and $ 65.1 million of Noncontrolling interest related to Teravalis.

‘Ilima The Company entered into a joint venture agreement with Discovery Land Company (Discovery) to form Block E Ward Village (‘Ilima) for the purpose of developing, constructing, and operating a residential condominium tower in Ward Village.

‘Ilima was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates ‘Ilima.

Pre-sales for ‘Ilima commenced in June 2025.

The Company currently funds 100 % of the predevelopment activity.

Once pre-sales targets are met and construction financing is obtained, the Company will contribute land and Discovery will contribute to up $ 5.0 million.

All other necessary capital contributions will be funded by the Company.

After completion of the condominium tower and closing of condominium sales, cash distributions and the recognition of income-producing activities will be pro rata based on ownership interest.

At December 31, 2025, and 2024, the Company owned approximately 100 % of this venture.

HHH 2025 FORM 10-K | 68

FINANCIAL STATEMENTS

Index to Financial Statements

The Company’s Consolidated Balance Sheets included the following amounts related to ‘Ilima as of December 31:

thousands 2025 2024

Buildings and equipment $ 7,161 $ 698

accumulated depreciation ( 1,354 ) ( 19 )

Developments 14,684 7,747

Net investment in real estate 20,491 8,426

Cash and cash equivalents 21,690 271

Restricted cash 136,418 —

Accounts receivable, net 65 —

Deferred expenses, net 13,571 —

Other assets, net 565 —

Total assets $ 192,800 $ 8,697

Accounts payable and other liabilities $ 153,430 $ 159

Total liabilities $ 153,430 $ 159

Investments in Unconsolidated Ventures The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations.

4 unchanged sentences

For these investments, the Company recognizes income or loss based on the joint venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing percentage.

HHH 2024 FORM 10-K | 68

FINANCIAL STATEMENTS

Index to Financial Statements

The Company periodically assesses the appropriateness of the carrying amount of its equity method investments, as events or changes in circumstance may indicate that a decrease in value has occurred which is other‑than‑temporary.

11 unchanged sentences

Actual results could differ from these and other estimates.

Segments In 2024, the Company completed the spinoff of Seaport Entertainment Group Inc.

which included all assets in the previously reported Seaport segment and the Las Vegas Aviators and Las Vegas Ballpark previously included in the Operating Assets segment.

These assets are now disclosed as discontinued operations in the current and prior periods.

See Note 2 - Discontinued Operations for additional information on the spinoff transaction.

The Company operates in three business segments:

HHH 2025 FORM 10-K | 69

FINANCIAL STATEMENTS

Index to Financial Statements

Segments The Company operates in three business segments:

(i) Operating Assets;

18 unchanged sentences

Leasing costs Related lease term Other assets, net

HHH 2024 FORM 10-K | 69

FINANCIAL STATEMENTS

Index to Financial Statements

From time to time, the Company may reassess the development strategies for certain buildings and improvements which results in changes to the Company’s estimate of their remaining useful lives.

16 unchanged sentences

Total Developments $ 1,477,615 $ 1,341,029

HHH 2025 FORM 10-K | 70

FINANCIAL STATEMENTS

Index to Financial Statements

Acquisitions of Properties The Company accounts for the acquisition of real estate properties in accordance with ASC 805 Business Combinations .

11 unchanged sentences

and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below-market renewal option periods.

HHH 2024 FORM 10-K | 70

FINANCIAL STATEMENTS

Index to Financial Statements

Impairment HHH reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

16 unchanged sentences

The impairment will have no impact on cash flows.

HHH 2025 FORM 10-K | 71

FINANCIAL STATEMENTS

Index to Financial Statements

Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with maturities at date of purchase of three months or less and include registered money market mutual funds which are invested in United States Treasury bills that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period as well as deposits with major banks throughout the United States.

1 unchanged sentence

Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits from buyers and other amounts related to taxes, insurance, and legally restricted security deposits and leasing costs.

Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, and other receivables.

Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, related-party receivables, and other receivables.

On a quarterly basis, management reviews the lease-related receivables, including straight-line rent receivables and tenant receivables, for collectability.

2 unchanged sentences

The Company also records reserves for estimated losses if the estimated loss amount is probable and can be reasonably estimated.

Related-party receivables are primarily due from the Floreo joint venture.

This balance includes reimbursable overhead costs incurred by the Company on behalf of Floreo and a $ 6.0 million guaranty fee associated with the increased borrowing capacity of Floreo’s bond financing in the first quarter of 2025.

See Note 4 - Investments in Unconsolidated Ventures for additional information on the Floreo joint venture and Note 12 - Commitments and Contingencies for additional information on the guaranty fee.

Other receivables are primarily related to short-term trade receivables.

1 unchanged sentence

The Company records an allowance for credit losses if the estimated loss amount is probable.

HHH 2024 FORM 10-K | 71

FINANCIAL STATEMENTS

Index to Financial Statements

The following table represents the components of Accounts Receivable, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets as of December 31:

2 unchanged sentences

Tenant receivables 5,512 1,638

Related-party receivables 18,640 6,908

Other receivables 12,995 5,589

1 unchanged sentence

(a) As of December 31, 2025, the total reserve balance for amounts considered uncollectible was $ 7.2 million, composed of $ 7.0 million attributable to lease-related receivables and $ 0.2 million attributable to the allowance for credit losses related to other accounts receivable.

As of December 31, 2023, the total reserve balance was $ 13.6 million, all of which was attributable to lease-related receivables.

As of December 31, 2024, the total reserve balance was $ 8.2 million, comprised of $ 8.1 million attributable to lease-related receivables and $ 0.1 million attributable to the allowance for credit losses related to other accounts receivables.

The following table summarizes the impacts of the collectability reserves in the accompanying Consolidated Statements of Operations for the years ended December 31:

3 unchanged sentences

Total (income) expense impact $ 3,349 $ ( 356 ) $ 8,222

HHH 2025 FORM 10-K | 72

FINANCIAL STATEMENTS

Index to Financial Statements

Municipal Utility District Receivables, net In Houston, Texas, certain development costs are reimbursable through the creation of a Municipal Utility District, also known as Water Control and Improvement Districts, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (TCEQ).

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Using the relative fair value method, $ 146.7 million of the cash consideration was allocated to the sale of the existing MUD receivables and $ 30.0 million was allocated to the sale of the anticipated future MUD receivables.

As a result of the sale, the Company derecognized the existing MUD receivables and related accrued interest, resulting in a loss on sale of $ 51.5 million in the Consolidated Statements of Operations in the third quarter of 2024.

Due to an adjustment to the allocation between projects, a slight reduction in the loss was recognized in the fourth quarter of 2024, and the final impact of this sale was a loss of $ 48.7 million.

In May 2025, the Company entered into a transaction in which it transferred the reimbursement rights to $ 147.0 million of existing MUD receivables and $ 14.1 million of related accrued interest, as well as $ 95.9 million of anticipated future MUD receivables, for total cash consideration of $ 180.0 million.

Using the relative fair value method, $ 112.8 million of the cash consideration was allocated to the sale of the existing MUD receivables and $ 67.2 million was allocated to the sale of the anticipated future MUD receivables.

As a result of the sale, the Company derecognized the existing MUD receivables and related accrued interest, resulting in a loss on sale of $ 48.2 million in the Consolidated Statements of Operations.

The Company has recorded a liability related to the allocated amount of anticipated future MUD receivables, which is accounted for using the amortized cost method and is included in Accounts payable and other liabilities on the Consolidated Balance Sheets.

The above amounts represent the final impact of the MUD receivable sale for the year ended December 31, 2024.

Due to an adjustment to the allocation between projects, this differs slightly from what was initially reported in the third quarter of 2024.

For both transactions, the Company is required to complete future development activities.

As such, liabilities associated with the future development spend were recorded at amortized cost in Accounts payable and other liabilities on the Consolidated Balance Sheets.

The associated discounts, which represent the differences between the total future development spend and the allocated cash proceeds, are being amortized into interest expense over the expected development period using the effective interest method.

As of December 31, 2025, the total remaining liability was $ 64.4 million and the total unamortized discount was $ 12.8 million.

Interest expense related to the discount amortization was $ 21.8 million for the year ended December 31, 2025.

Other Assets, net The major components of Other assets, net include security, escrow, and other deposits;

8 unchanged sentences

See Note 9 - Mortgages, Notes, and Loans Payable, Net for additional information on the SID bonds.

The Company’s intangibles include in-place lease assets and above-market lease assets where HHH is the lessor, as well as internally developed software, trademark and trade name intangibles related to MPCs, and goodwill.

The Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the term of the related lease or the estimated useful life of the asset.

TIF receivables are amounts which the Company has submitted for reimbursement from Howard County in Maryland or from the state of Maryland, in conjunction with development costs expended on key roads and infrastructure work within Merriweather District specified per the terms of the county’s TIF legislation, Special Obligation Bonds issued in October 2017, and Grant Disbursement Agreement executed in April 2023.

HHH 2025 FORM 10-K | 73

1 unchanged sentence

Index to Financial Statements

The Company’s intangibles include in-place lease assets and above-market lease assets where HHH is the lessor, as well as internally developed software and trademark and trade name intangibles related to MPCs.

The Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the term of the related lease or the estimated useful life of the asset.

TIF receivables are amounts which the Company has submitted for reimbursement from Howard County in Maryland or from the state of Maryland, in conjunction with development costs expended on key roads and infrastructure work within the Merriweather District of Downtown Columbia specified per the terms of the county’s TIF legislation, Special Obligation Bonds issued in October 2017, and Grant Disbursement Agreement executed in April 2023.

Notes receivable, net includes non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

26 unchanged sentences

Deferred expenses are shown net of accumulated amortization of $ 68.1 million as of December 31, 2025, and $ 69.1 million as of December 31, 2024.

HHH 2024 FORM 10-K | 73

FINANCIAL STATEMENTS

Index to Financial Statements

Marketing and Advertising Each of the Company’s segments incur various marketing and advertising costs as part of their development, branding, leasing, or sales initiatives.

1 unchanged sentence

Fair Value of Financial Instruments The carrying values of cash and cash equivalents, escrows, receivables, accounts payable, accrued expenses, and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.

HHH 2025 FORM 10-K | 74

FINANCIAL STATEMENTS

Index to Financial Statements

Derivative Instruments and Hedging Activities Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges.

3 unchanged sentences

The Company accounts for the changes in the fair value of an ineffective hedge directly in earnings.

Stock-Based Compensation The Company maintains two equity incentive plans, with outstanding stock-based compensation awards (Awards) which include stock options and restricted stock awards (RSAs).

Stock-Based Compensation The Company maintains various equity incentive plans, with outstanding stock-based compensation awards (Awards) which include stock options and restricted stock awards (RSAs).

In 2023, pursuant to the holding company reorganization discussed above, each outstanding share of HHC’s common stock was automatically converted into one share of HHH common stock.

1 unchanged sentence

All stock options and restricted stock outstanding will be settled in HHH stock.

In 2024, at the time of the spinoff of SEG, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors.

In 2024, at the time of the Spinoff, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors.

The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors.

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Revenue Recognition and Related Matters

Condominium Rights and Unit Sales Revenue from the sale of an individual unit in a condominium project is recognized at a point in time (i.e., the closing) when HHH satisfies the single performance obligation to construct a condominium project and transfer control of a completed unit to a buyer.

The transaction price, which is the amount of consideration the Company receives upon delivery of the completed condominium unit to the buyer, is allocated to this single obligation and is received at closing less any amounts previously paid on deposit.

2 unchanged sentences

A corresponding condominium contract deposit liability is established at the date of receipt, representing a portion of HHH’s unsatisfied performance obligation at each reporting date.

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These deposits, along with the balance of the contract value, are recognized at closing upon satisfaction of HHH’s performance obligation and transfer of title to the buyer.

3 unchanged sentences

Furthermore, incremental costs incurred to obtain a contract to sell condominium units are evaluated for capitalization in accordance with ASC 340-40 Components, Costs & Considerations , with incremental costs to fulfill a contract only being capitalized if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future, and are expected to be recovered.

HHH 2025 FORM 10-K | 75

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Master Planned Communities Land Sales Revenues from land sales are recognized at a point in time when the land sale closing process is complete.

25 unchanged sentences

Minimum rent revenues also include amortization related to above-market and below‑market tenant leases on acquired properties.

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Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred.

2 unchanged sentences

When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

HHH 2025 FORM 10-K | 76

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Other Land, Rental, and Property Revenues Other land revenues recognized over time include ground maintenance revenue, and homeowner association management fee revenue.

10 unchanged sentences

The Company is currently evaluating the impact this standard will have on its financial statement presentation and disclosures.

Discontinued Operations

On July 31, 2024, the spinoff of SEG was completed.

The separation of SEG refined the identity of HHH as a pure-play real estate company focused solely on its core businesses and development of its master planned communities.

The spinoff included all assets previously included in the Company’s Seaport segment and the Las Vegas Aviators and the Las Vegas Ballpark, which were previously included in the Operating Assets segment.

As the spinoff of SEG represents a strategic shift in the Company’s operations, the results of SEG are included as discontinued operations for all periods presented.

HHH 2025 FORM 10-K | 77

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Index to Financial Statements

Pershing Square

Common Share Issuance to Pershing Square On May 5, 2025, the Company entered into a Share Purchase Agreement (Purchase Agreement), by and between the Company and Pershing Square Holdco, L.P.

(PS Holdco), pursuant to which the Company sold to PS Holdco 9,000,000 newly issued shares of the Company’s common stock at a purchase price of $ 100 per share, for an aggregate purchase price of $ 900 million (the Pershing Square Issuance).

In connection with the Purchase Agreement, the Company also entered into several other agreements, dated May 5, 2025, with PS Holdco and Pershing Square Capital Management, L.P.

(together, Pershing Square), including a Services Agreement, a Shareholder Agreement, a Standstill Agreement, and a Registration Rights Agreement.

As of December 31, 2025, Pershing Square beneficially owned approximately 46.9 % of the Company’s outstanding shares of common stock.

The Company expects to use the proceeds from the transaction to acquire or make investments in operating companies as part of the Company’s new strategy of becoming a diversified holding company.

Transaction Costs The Company incurred $ 38.3 million in costs directly attributable to the Pershing Square Issuance.

As required by the Purchase Agreement, these transaction costs included the reimbursement of $ 25.0 million of reasonable and documented expenses incurred by Pershing Square in connection with the negotiation and execution of the transaction.

These reimbursement costs were treated as a reduction of the proceeds and recorded directly in Additional paid-in capital on the Consolidated Balance Sheets.

The remaining $ 13.3 million of costs were incurred directly by the Company and included $ 12.2 million of costs attributable to the sale of common stock recognized in Additional paid-in capital and $ 1.1 million of costs which were expensed as incurred as General and administrative expenses in the Consolidated Statements of Operations.

Services Agreement Pursuant to the terms of the Services Agreement, Pershing Square will support the Company’s new diversified holding company strategy by providing services to the Company, such as (i) investment advisory services, (ii) making recommendations with respect to hedging, balance sheet optimization and capital allocation, (iii) executing transactions, (iv) assisting the Company with business and corporate development functions, (v) making voting recommendations for the Company’s investments, (vi) assisting with and advising on fundraising, (vii) monitoring operations of the Company and its investments, subject to the day-to-day authority and responsibility of management of the Company, (viii) providing recommendations for persons to serve as designees or deputies of the Chief Investment Officer, (ix) engaging and supervising third-party service providers, (x) making dividend payment recommendations, and (xi) providing other services as may be agreed upon.

The Services Agreement will have an initial ten-year term and will have successive renewal terms of ten years .

The Company will pay Pershing Square a quarterly base advisory fee of $ 3.75 million and a quarterly variable advisory fee equal to 0.375 % of the excess value of the quarter-end stock price of the Company’s common stock minus the reference price of $ 66.15 , multiplied by the existing share count as of the transaction date, which will not increase with the issuance of new shares of common stock.

The base fee and the reference share price are subject to annual adjustment based on the Core Personal Consumption Expenditures (PCE) Price Index.

The total advisory fee recognized in General and administrative expenses in the Consolidated Statements of Operations was $ 17.1 million for the year ended December 31, 2025.

As of December 31, 2025, the Consolidated Balance Sheets reflect accounts payable of $ 3.3 million due to Pershing Square with respect to the advisory fees.

Potential Preferred Share Issuance to Pershing Square In December 2025, in association with the pending acquisition of Vantage, the Company entered into an equity commitment letter with Pershing Square Holdings, Ltd.

under which Pershing Square committed to purchase up to $ 1.0 billion of the Company’s preferred stock, prior to and contingent upon the closing of the Vantage acquisition.

The preferred stock will be perpetual, non‑voting (subject to customary protective rights), and will become convertible into the common stock of Vantage if not redeemed by the end of the seventh fiscal year post-transaction.

The Company will have the right, but not the obligation, to repurchase the preferred stock during specified periods and upon certain triggering events.

The Company is evaluating the accounting implications of the potential preferred stock issuance and will provide further disclosures upon execution of the transaction.

HHH 2025 FORM 10-K | 78

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Discontinued Operations

On July 31, 2024, the Spinoff of SEG was completed.

The Spinoff included all assets previously included in the Company’s Seaport segment and the Las Vegas Aviators and the Las Vegas Ballpark, which were previously included in the Operating Assets segment.

As the Spinoff represents a strategic shift in the Company’s operations, the results of SEG are included as discontinued operations for all periods presented.

The following table presents key components of Net income (loss) from discontinued operations, net of income taxes, for the years ended December 31:

4 unchanged sentences

Depreciation and amortization 16,717 47,384

Other — 81 59

Provision for impairment — ( 672,492 )

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(a) General and administrative expenses relate to costs incurred to complete the spinoff of Seaport Entertainment.

The following table summarizes the major classes of assets and liabilities that are classified as discontinued operations on the Consolidated Balance Sheets.

thousands December 31, 2023

Net investment in real estate $ 437,463

Investments in unconsolidated ventures 37,459

Cash and cash equivalents 1,834

Restricted cash 42,011

Accounts receivable, net 13,672

Deferred expenses, net 4,379

Operating lease right-of-use assets 39,434

Other assets, net 39,020

Assets of discontinued operations $ 615,272

Mortgages, notes, and loans payable, net $ 155,628

Operating lease obligations 46,222

Deferred tax liabilities, net 3,542

Accounts payable and other liabilities 21,773

Liabilities of discontinued operations $ 227,165

Continuing Involvement with SEG In connection with the separation, HHH entered into several agreements with Seaport Entertainment that govern the execution of the transaction and the relationship of the parties following the spinoff including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Guaranty Agreement, and various other agreements.

Seaport Entertainment Guaranty Following the execution of the spinoff, HHH continues to provide a full backstop guaranty for SEG’s outstanding mortgage related to its 250 Water Street property.

Continuing Involvement with SEG In connection with the Spinoff, HHH entered into several agreements with Seaport Entertainment that governed the execution of the transaction and the relationship of the parties following the Spinoff including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Guaranty Agreement, and various other agreements.

All agreements expired on August 1, 2025, and as such, HHH has no continuing obligations to or from SEG under these agreements.

Seaport Entertainment Guaranty Following the execution of the Spinoff, HHH provided a full backstop guaranty for SEG’s outstanding mortgage related to its 250 Water Street property (SEG Term Loan).

On February 6, 2026, SEG announced that it had closed the sale of its 250 Water Street property.

As part of the transaction, SEG repaid the SEG Term Loan in full and HHH was released from the related backstop guaranty.

See Note 12 - Commitments and Contingencies for additional information.

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Operating Assets

110 North Wacker — % — % $ — $ — $ — $ — $ 4,910

The Metropolitan (b) 50.0 % 50.0 % — — 667 33 4,556

Stewart Title of Montgomery County, TX 50.0 % 50.0 % 4,061 3,785 576 168 1,294

Woodlands Sarofim 20.0 % 20.0 % 2,975 2,990 ( 15 ) ( 40 ) ( 13 )

TEN.m.flats (c) 50.0 % 50.0 % — — 1,349 ( 225 ) 6,878

Operating equity investments (b) Various Various $ 10,649 $ 7,036 $ ( 776 ) $ 2,577 $ ( 64 )

Master Planned Communities

The Summit (d) 50.0 % 50.0 % 37,409 59,112 ( 16,807 ) 24,787 ( 30 )

Floreo (e) 50.0 % 50.0 % 60,788 55,880 4,908 ( 2,121 ) ( 1,377 )

The Summit (c) 50.0 % 50.0 % 35,815 37,409 ( 1,594 ) ( 16,807 ) 24,787

Floreo (d) 50.0 % 50.0 % 59,008 60,788 ( 1,780 ) 4,908 ( 2,121 )

Strategic Developments

West End Alexandria (d) 58.3 % 58.3 % 60,513 56,757 256 139 70

West End Alexandria (c) 58.3 % 58.3 % 60,830 60,513 317 256 139

Other 50.0 % 50.0 % 41 41 — ( 5 ) 2

166,343 165,787 ( 3,833 ) ( 9,071 ) 22,743

Other investments (f) 3,779 3,779 3,242 3,033 4,638

Other investments (e) 3,779 3,779 5,605 3,242 3,033

Investments in unconsolidated ventures

1 unchanged sentence

(a) Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities.

(b) The Metropolitan was in a deficit position of $ 12.2 million at December 31, 2024, and $ 10.9 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Consolidated Balance Sheets.

(c) TEN.m.flats was in a deficit position of $ 5.8 million at December 31, 2024, and $ 4.7 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Consolidated Balance Sheets.

(d) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest.

(b) Two of the operating equity investments were in a combined deficit position of $ 23.8 million at December 31, 2025, and $ 18.0 million at December 31, 2024, and presented in Accounts payable and other liabilities on the Consolidated Balance Sheets.

(c) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest.

For these investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest.

(e) Classified as a VIE;

(d) Classified as a VIE;

however, the Company is not the primary beneficiary and accounts for its investment in accordance with the equity method.

Refer to discussion below for additional information.

(f) Other investments represent investments not accounted for under the equity method.

The Company elected the measurement alternative as these investments do not have readily determinable fair values.

There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during the current year, or cumulatively.

110 North Wacker The Company formed a partnership with a local developer (the Partnership) during the second quarter of 2017.

During the second quarter of 2018, the Partnership executed an agreement with USAA to construct and operate the building at 110 North Wacker through a separate legal entity (the Venture).

Construction was completed in the third quarter of 2020.

In March 2022, the Partnership completed the sale of its ownership interest in the Venture for a gross sales price of $ 208.6 million.

Upon sale, the Company recognized income of $ 5.0 million in Equity in earnings (losses) from unconsolidated ventures in the Consolidated Statements of Operations.

Based upon the Partnership’s waterfall, $ 168.9 million of the net sales proceeds were allocated to the Company with the remaining $ 22.1 million allocated to the local developer.

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(e) Other investments represent investments not accounted for under the equity method.

There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during current year or cumulatively.

The Summit In 2015, the Company formed DLV/HHPI Summerlin, LLC (The Summit) with Discovery Land Company (Discovery) to develop a custom home community in Summerlin.

Phase I The Company contributed land with a carrying value of $ 13.4 million and transferred SID bonds related to such land with a carrying value of $ 1.3 million to The Summit at the agreed upon capital contribution value of $ 125.4 million, or $ 226,000 per acre, and has no further capital obligations.

Discovery is required to fund up to a maximum of $ 30.0 million of cash as their capital contribution, of which $ 3.8 million has been contributed.

The gains on the contributed land are recognized in Equity in earnings (losses) from unconsolidated ventures as The Summit sells lots.

The Company has received its preferred return distributions and recognizes its share of income or loss for Phase I based on its final profit-sharing interest.

Phase II In July 2022, the Company contributed an additional 54 acres to The Summit (Phase II land) with a fair value of $ 21.5 million.

The Company recognized an incremental equity method investment at the fair value of $ 21.5 million and recognized a gain of $ 13.5 million recorded in Equity in earnings (losses) from unconsolidated ventures.

This gain is the result of marking the cost basis of the land contributed to its estimated fair value at the time of contribution.

The Company contributed land for Phase I in 2015 and initially received distributions and recognized its share of income or loss based on the joint venture’s distribution priorities.

The Company has now received all of its preferred return distributions, and recognizes its share of income or loss for Phase I based on its final profit-sharing interest.

In July 2022, the Company contributed an additional 54 acres to The Summit (Phase II land).

The Phase II land is adjacent to the existing Summit development and includes approximately 28 custom home sites.

2 unchanged sentences

Upon receipt of preferred returns to HHH, distributions and recognition of income or loss will be allocated to the company based on its final profit-sharing interest.

Floreo In the fourth quarter of 2021, simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50 % interest in Trillium Development Holding Company, LLC (Floreo), for $ 59.0 million and entered into a Limited Liability Company Agreement (LLC Agreement) with JDM Partners and El Dorado Holdings to develop the first village within the new Teravalis MPC on 3,029 acres of land in the greater Phoenix, Arizona area.

Floreo In the fourth quarter of 2021, simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50 % interest in Trillium Development Holding Company, LLC (Floreo) and entered into an LLC Agreement with JDM Partners and El Dorado Holdings to develop the first village within the new Teravalis MPC on 3,029 acres of land in the greater Phoenix, Arizona area.

The first land sales closed in the first quarter of 2024.

In October 2022, Floreo closed on a $ 165.0 million financing, with outstanding borrowings of $ 158.6 million as of December 31, 2024.

The Company provided a guaranty on this financing in the form of a collateral maintenance obligation and received a guaranty fee of $ 5.0 million.

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In October 2022, Floreo closed on a $ 165.0 million bond financing.

In February 2025, the borrowing capacity on the bond increased to $ 365.0 million.

Outstanding borrowings as of December 31, 2025, were $ 242.0 million.

The Company provided a guaranty on this financing in the form of a collateral maintenance obligation and received an initial guaranty fee of $ 5.0 million and will receive an additional guaranty fee of $ 6.0 million associated with the increased borrowing capacity.

The financing and related guaranty provided by the Company triggered a reconsideration event, and as of December 31, 2022, Floreo was classified as a VIE.

2 unchanged sentences

See Note 12 - Commitments and Contingencies for additional information related to the Company’s collateral maintenance obligation.

West End Alexandria In the fourth quarter of 2021, the Company entered into an Asset Contribution Agreement with Landmark Land Holdings, LLC (West End Alexandria) to redevelop a 52 -acre site previously known as Landmark Mall.

Other equity owners include Foulger-Pratt Development, LLC (Foulger-Pratt) and Seritage SRC Finance (Seritage).

The Company conveyed its 33 -acre Landmark Mall property with an agreed upon fair value of $ 56.0 million and Seritage conveyed an additional 19 acres of land with an agreed upon fair value of $ 30.0 million to West End Alexandria in exchange for equity interest.

Additionally, Foulger-Pratt agreed to contribute $ 10.0 million to West End Alexandria.

Also in the fourth quarter of 2021, West End Alexandria executed a Purchase and Sale Agreement with the City of Alexandria to sell approximately 11 acres to the City of Alexandria.

The city will lease this land to Inova Health Care Services for construction of a new hospital.

Development plans for the remaining 41 -acre property include approximately four million square feet of residential, retail, commercial, and entertainment offerings integrated into a cohesive neighborhood with a central plaza and a network of parks and public transportation.

In exchange for equity interests in West End Alexandria, the Company conveyed its Landmark Mall property, Seritage conveyed additional land, and Foulger-Pratt contributed cash consideration.

Development plans for the 41 -acre property include approximately four million square feet of residential, retail, commercial, and entertainment offerings integrated into a cohesive neighborhood with a central plaza and a network of parks and public transportation.

Foulger-Pratt manages construction of the development.

Demolition began in the second quarter of 2022 and was completed in 2023, with the completion of infrastructure work expected in 2025.

Demolition was completed in 2023, with completion of infrastructure work expected in 2026.

The Company does not have the ability to control the activities that most impact the economic performance of the venture as Foulger-Pratt is the managing member and manages all development activities.

As such, the Company accounts for its ownership interest in accordance with the equity method.

HHH 2024 FORM 10-K | 79

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Summarized Financial Information The following tables provide combined summarized financial statement information for the Company’s unconsolidated ventures.

11 unchanged sentences

Net income (loss) 9,893 20,987 55,006

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Acquisitions and Dispositions

Operating Assets In June 2024, the Company acquired the Waterway Plaza II office property and the adjacent parking garage for $ 19.2 million in an asset acquisition.

Strategic Developments In May 2025, the Company acquired the 7 Waterway office property and the adjacent parking garage for $ 16.3 million in an asset acquisition.

The approximately 186,369 square-foot office property is located in The Woodlands.

Strategic Developments In May 2023, the Company acquired the Grogan’s Mill Village Center and related anchor site, a retail property in The Woodlands consisting of approximately 8.7 acres for $ 5.9 million in an asset acquisition.

Operating Assets In June 2024, the Company acquired the 6 Waterway (formerly Waterway Plaza II) office property and the adjacent parking garage for $ 19.2 million in an asset acquisition.

The approximately 141,763 -square-foot office property is located in The Woodlands.

Dispositions Gains and losses on asset dispositions are recorded to Gain (loss) on sale or disposal of real estate and other assets, net in the Consolidated Statements of Operations, unless otherwise noted.

Operating Assets During 2024, the Company completed the sale of four non-core ground leases in The Woodlands, for total proceeds of $ 9.6 million, resulting in a gain of $ 6.7 million.

Strategic Developments The Grogan’s Mill Library and Community Center was developed in connection with a land swap agreement entered into with Montgomery County, Texas.

In July 2025, upon completion of construction, the Company transferred the Grogan's Mill Library and Community Center to Montgomery County in exchange for a land parcel on the Waterway in The Woodlands (Town Green), resulting in a gain of $ 10.1 million.

Town Green was measured at fair value and is held in the strategic segment for future development.

See Note 10 - Fair Value for additional information.

Operating Assets In September 2025, the Company completed the sale of two land parcels, which included a 6,890 square foot retail space, in Ward Village for total proceeds of $ 6.0 million, resulting in a gain of $ 4.4 million.

In January 2025, the Company completed the sale of two land parcels, which included a 13,870 square foot retail space, in Ward Village for total consideration of $ 12.2 million, resulting in a gain of $ 10.0 million.

During 2024, the Company completed the sale of four non-core ground leases in The Woodlands, for total proceeds of $ 9.6 million, resulting in a gain of $ 6.7 million.

In December 2024, the Company completed the sale of Lakeland Village Center at Bridgeland, a 67,947 -square-foot retail property in Bridgeland, for $ 28.0 million, resulting in a gain of $ 11.4 million.

2 unchanged sentences

In July 2023, the Company completed the sale of two self-storage facilities with a total of 1,370 storage units in The Woodlands, for $ 30.5 million, resulting in a gain of $ 16.1 million.

In March 2023, the Company completed the sale of two land parcels in Honolulu, Hawai‘i, including an 11,929 -square-foot building at the Ward Village Retail property, for total consideration of $ 6.3 million, resulting in a gain of $ 4.7 million.

In December 2022, the Company completed the sale of Creekside Village Green, a 74,670 -square-foot retail property in The Woodlands, for $ 28.4 million, resulting in a gain of $ 13.4 million.

In December 2022, the Company completed the sale of Lake Woodlands Crossing, a 60,261 -square-foot retail property in The Woodlands, for $ 22.5 million, resulting in a gain of $ 12.2 million.

The Company retained the underlying land and simultaneously with the sale executed a 99-year ground lease with the buyer, which is classified as an operating lease.

In June 2022, the Company completed the sale of the Outlet Collection at Riverwalk, a 264,080 -square-foot outlet center located in downtown New Orleans, for $ 34.0 million, resulting in a gain on sale of $ 4.0 million.

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In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker for $ 208.6 million.

See Note 3 - Investments in Unconsolidated Ventures for additional information.

In March 2023, the Company completed the sale of two land parcels in Honolulu, including an 11,929 -square-foot building at the Ward Village Retail property, for total consideration of $ 6.3 million, resulting in a gain of $ 4.7 million.

The Company reviews its long-lived assets for potential impairment indicators when events or changes in circumstances indicate that the carrying amount may not be recoverable.

1 unchanged sentence

The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above- or below-market rate of return.

No impairment charges were recorded in continuing operations during the three years ended December 31, 2024.

No impairment charges were recorded in continuing operations during the three years ended December 31, 2025, 2024, and 2023.

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The Company periodically evaluates strategic alternatives with respect to each property and may revise the strategy from time to time, including the intent to hold the asset on a long-term basis or the timing of potential asset dispositions.

3 unchanged sentences

If the decrease in value of an investment is deemed to be other-than-temporary, the investment is reduced to its estimated fair value.

No impairment charges were recorded in continuing operations during the three years ended December 31, 2024.

In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport segment, which is now reported in discontinued operations following the spinoff of SEG.

No impairment charges were recorded in continuing operations during the three years ended December 31, 2025, 2024, and 2023.

In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport segment, which is now reported in discontinued operations following the Spinoff.

Other Assets and Liabilities

4 unchanged sentences

In-place leases, net 28,486 32,995

Other 28,433 16,531

Prepaid expenses 19,669 22,791

Tenant incentives and other receivables, net 15,259 12,567

Interest rate derivative assets 9,082 10,318

TIF receivable, net 4,340 6,371

Other 11,934 28,433

Intangibles, net 7,930 3,359

Net investment in lease receivable 2,809 2,883

Notes receivable, net 870 1,412

TIF receivable, net 4,012 4,340

Condominium inventory 3,937 525

Interest rate derivative assets 3,113 9,082

Notes receivable, net 2,932 870

Net investment in lease receivable 2,781 2,809

Other assets, net $ 245,078 $ 281,551

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Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities as of December 31:

3 unchanged sentences

Deferred income 166,121 125,784

Accrued interest 51,828 53,301

Accounts payable and accrued expenses 69,023 48,317

Other 47,656 23,555

MUD sale liability 64,364 19,468

Tenant and other deposits 59,736 47,112

Accrued payroll and other employee liabilities 32,154 32,270

Accrued interest 50,800 51,828

Accrued real estate taxes 35,311 29,284

Accrued payroll and other employee liabilities 31,452 32,154

Other 27,911 28,188

Interest rate derivative liabilities 689 —

Accounts payable and other liabilities $ 1,518,047 $ 1,094,437

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The following table summarizes the Company’s intangible assets and liabilities:

3 unchanged sentences

Other intangibles $ 8,052 $ ( 2,615 ) $ 5,437 $ 4,526 $ ( 1,324 ) $ 3,202

Goodwill 2,336 — 2,336 — — —

Indefinite lived intangibles 157 — 157 157 — 157

31 unchanged sentences

(a) The Company has entered into derivative instruments to manage the variable interest rate exposure.

The Company had an interest rate swap and two interest rate caps that expired in the third quarter of 2023.

See Note 11 - Derivative Instruments and Hedging Activities for additional information.

1 unchanged sentence

As of December 31, 2025, land, buildings and equipment, developments, and other collateral with a net book value of $ 4.8 billion have been pledged as collateral for the Company’s debt obligations.

Senior notes totaling $ 2.1 billion and $ 89.0 million of Secured mortgages payable are recourse to the Company.

Senior unsecured notes totaling $ 2.1 billion and $ 52.1 million of secured mortgages payable are recourse to the Company.

Senior Unsecured Notes During 2020 and 2021, the Company issued $ 2.1 billion of aggregate principal of senior unsecured notes.

These notes have fixed rates of interest that are payable semi-annually and are interest only until maturity.

These debt obligations are redeemable prior to the maturity date subject to a “make-whole” premium which decreases annually until 2026 at which time the redemption make-whole premium is no longer applicable.

The following table summarizes the Company’s senior unsecured notes by issuance date:

4 unchanged sentences

Senior unsecured notes $ 2,050,000

On February 17, 2026, HHC, the Company’s wholly owned subsidiary, issued $ 500.0 million of 5.875 % senior unsecured notes due 2032 and $ 500.0 million of 6.125 % senior unsecured notes due 2034 (collectively the New Notes).

The New Notes will pay interest semi-annually, in each case payable on March 1 and September 1 of each year, beginning on September 1, 2026.

HHC used the net proceeds to redeem its outstanding $ 750.0 million 5.375 % senior unsecured notes due 2028, including the payment of premiums, accrued and unpaid interest and expenses related to such redemption, and will use the remaining proceeds for general corporate purposes.

The New Notes were offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers.

The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Secured Mortgages Payable The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets.

3 unchanged sentences

Debt obligations related to the Company’s operating properties generally require monthly installments of principal and interest.

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The following table summarizes the Company’s secured mortgages payable:

8 unchanged sentences

(a) Interest rates presented are based upon the coupon rates of the Company’s fixed-rate debt obligations.

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(b) Interest rates presented are based on the applicable reference interest rates as of December 31, 2025 and 2024, excluding the effects of interest rate derivatives.

5 unchanged sentences

In certain cases, due to property performance not meeting identified covenants, the Company may be required to pay down a portion of the loan to exercise the extension option.

During 2024, the Company’s mortgage activity included draws on existing mortgages of $ 417.0 million, new borrowings of $ 95.1 million (excluding undrawn amounts on new construction loans), refinancings of $ 168.0 million, and repayments of $ 373.3 million.

As of December 31, 2024, the Company’s secured mortgage loans had $ 1.2 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

During 2025, the Company’s mortgage activity included draws on existing mortgages of $ 573.5 million, refinancings of $ 184.2 million, and repayments of $ 365.7 million.

As of December 31, 2025, the Company’s secured mortgage loans had $ 686.6 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

Special Improvement District Bonds The Summerlin MPC uses SID bonds to finance certain common infrastructure improvements.

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For the year ended December 31, 2025, $ 16.4 million in SID bonds were issued and obligations of $ 17.7 million were assumed by buyers.

Secured Bridgeland Notes In the fourth quarter of 2024, the borrowing capacity of the Company’s secured notes was expanded from $ 475.0 million to $ 600.0 million, and the maturity was extended from 2026 to 2029.

This financing is secured by MUD receivables and land in Bridgeland.

The loan required a 10 % fully refundable deposit on the outstanding balance and has an interest rate of 6.81 %.

As of December 2023, outstanding borrowings were $ 475.0 million.

In the third quarter of 2024, $ 192.0 million was repaid using the proceeds from the sale of MUD receivables, bringing outstanding borrowings to $ 283.0 million as of December 31, 2024.

Debt Compliance As of December 31, 2024, the Company was in compliance with all property-level debt covenants with the exception of five property-level debt instruments.

Secured Bridgeland Notes The Company’s $ 600.0 million secured notes mature in 2029 and are secured by MUD receivables and land in Bridgeland.

The loan requires a 10 % fully refundable deposit on the outstanding balance and has an interest rate of 6.06 %.

In the second quarter of 2025, $ 198.0 million was repaid using the proceeds from the sale of MUD receivables, bringing outstanding borrowings to $ 85.0 million as of December 31, 2025.

Debt Compliance On certain of its debt obligations, the Company has the option to exercise extension options, subject to certain terms, which may include minimum debt service coverage, minimum occupancy levels or condominium sales levels, as applicable, and other performance criteria.

In certain cases, due to property performance not meeting identified covenants, the Company may be required to pay down a portion of the loan to exercise the extension option.

As of December 31, 2025, the Company was not in compliance with certain property-level debt covenants due to not meeting certain debt service coverage ratios caused by lease expirations, vacancies, rent abatements, and other factors.

As a result, the excess net cash flow after debt service from the underlying properties became restricted.

While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets and did not have a material impact on the Company’s liquidity or its ability to operate these assets.

While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets, and therefore there was no material impact on the Company’s liquidity or its ability to operate these assets.

HHH 2025 FORM 10-K | 86

FINANCIAL STATEMENTS

Index to Financial Statements

Scheduled Maturities The following table summarizes the contractual obligations relating to the Company’s mortgages, notes, and loans payable as of December 31, 2025:

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2026 $ 663,243

2028 (a) 923,362

2029 1,075,975

Thereafter 1,713,501

Thereafter (a) 1,696,748

Total principal payments 5,144,214

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Mortgages, notes, and loans payable $ 5,109,828

HHH 2024 FORM 10-K | 84

FINANCIAL STATEMENTS

Index to Financial Statements

(a) Subsequent to year end, on February 17, 2026, HHC, the Company’s wholly owned subsidiary, issued $ 500.0 million of 5.875 % senior unsecured notes due 2032 and $ 500.0 million of 6.125 % senior unsecured notes due 2034.

HHC used the net proceeds to redeem its outstanding $ 750.0 million 5.375 % senior unsecured notes due 2028, including premiums, accrued and unpaid interest and related expenses, and will use the remaining proceeds for general corporate purposes.

ASC 820, Fair Value Measurement (ASC 820), emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability.

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Assets or liabilities with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

The following table presents the fair value measurement hierarchy levels required under ASC 820 for the Company’s assets that are measured at fair value on a recurring basis.

The Company does not have any liabilities that are measured at a fair value on a recurring basis for the periods presented.

The following table presents the fair value measurement hierarchy levels required under ASC 820 for the Company’s assets and liabilities that are measured at fair value on a recurring basis.

December 31, 2025 December 31, 2024

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Interest rate derivative assets $ 3,113 $ — $ 3,113 $ — $ 9,082 $ — $ 9,082 $ —

Interest rate derivative liabilities 689 — 689 — — — — —

The fair values of interest rate derivatives are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.

The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.

HHH 2025 FORM 10-K | 87

FINANCIAL STATEMENTS

Index to Financial Statements

The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows:

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thousands Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

Cash and restricted cash Level 1 $ 998,503 $ 998,503 $ 1,009,212 $ 1,009,212

Cash, cash equivalents, and restricted cash Level 1 $ 2,097,158 $ 2,097,158 $ 998,503 $ 998,503

Accounts receivable, net (a) Level 3 134,122 134,122 105,185 105,185

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The carrying amounts of Cash and restricted cash, Accounts receivable, net, and Notes receivable, net approximate fair value because of the short‑term maturity of these instruments.

The fair value of the Company’s Senior Notes, included in fixed-rate debt in the table above, is based upon the trade price closest to the end of the period presented.

The fair value of the Company’s senior unsecured notes, included in fixed-rate debt in the table above, is based upon the trade price closest to the end of the period presented.

The fair value of other fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the Secured Overnight Financing Rate (SOFR) or U.S.

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The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity.

The carrying amounts for the Company’s variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities.

The below table includes a non-financial asset received as consideration in a land swap transaction and measured at fair value on a non-recurring basis:

Fair Value Measurements Using

thousands Segment Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

Town Green (a) Strategic Developments $ 28,900 $ — $ — $ 28,900

(a) The fair value was determined based on an independent property appraisal using market‑participant assumptions as of June 2025.

Refer to Note 5 - Acquisitions and Dispositions for additional information.

HHH 2025 FORM 10-K | 88

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Index to Financial Statements

Derivative Instruments and Hedging Activities

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Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium.

Certain of the Company’s interest rate caps are not currently designated as hedges, and therefore, any gains or losses are recognized in current-period earnings within Interest expense on the Consolidated Statements of Operations.

These derivatives are recorded on a gross basis at fair value on the balance sheet.

These derivatives are recorded on a gross basis at fair value on the Consolidated Balance Sheet.

Assessments of hedge effectiveness are performed quarterly using regression analysis.

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Interest rate cap 8,890 6.00 % 6/20/2024 7/15/2026 — 4

Derivative instruments designated as hedging instruments:

Interest rate cap 133,467 5.25 % 12/2/2024 12/15/2026 1 297

Derivative instruments designated as hedging instruments:

Interest rate cap 127,000 3.50 % 11/7/2024 11/7/2025 — 725

Interest rate cap 72,581 5.00 % 12/22/2022 12/21/2025 — 15

Interest rate swap (c) 175,000 3.69 % 1/3/2023 1/1/2027 1,062 117

Interest rate swap 79,444 3.97 % 5/1/2025 4/15/2026 ( 59 ) —

Interest rate swap 32,400 3.98 % 7/10/2025 8/1/2026 ( 88 ) —

Interest rate swap 175,000 3.69 % 1/3/2023 1/1/2027 ( 542 ) 1,062

Interest rate swap 40,800 1.68 % 3/1/2022 2/18/2027 792 1,979

Interest rate cap 127,000 3.50 % 11/7/2025 1/8/2027 145 —

Interest rate cap 59,000 4.15 % 12/21/2025 12/21/2028 183 —

Interest rate swap 33,894 4.89 % 11/1/2019 1/1/2032 1,991 3,253

Total fair value derivative assets $ 3,113 $ 9,082

Total fair value derivative liabilities ( 689 ) —

Total fair value derivatives asset (liability), net $ 2,424 $ 9,082

(a) These rates represent the swap rate and cap strike rate on HHH’s interest rate swaps, caps, and collars.

(b) Interest income related to these contracts was $ 0.4 million in 2025 and $ 1.4 million in 2024.

(c) In the first quarter of 2024, the Company terminated a portion of this swap, reducing the notional amount from $ 200.0 million to $ 175.0 million.

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31:

The tables below present the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations for the years ended December 31:

Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCI on Derivatives

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Credit-risk-related Contingent Features The Company has agreements at the property level with certain derivative counterparties that contain a provision where if the Company defaults on the related property-level indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its related derivative obligations.

No ne of the Company’s derivatives which contain credit-risk-related features were in a net liability position as of December 31, 2024.

The fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $ 0.7 million as of December 31, 2025.

HHH 2025 FORM 10-K | 90

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In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions are not expected to have a material effect on the Company’s consolidated financial position, results of operations, or liquidity.

Columbia The Company is currently developing certain property it owns in the Lakefront neighborhood of Downtown Columbia, which is subject to certain recorded documents, covenants, and restrictions (Covenants).

Under the Covenants, HHH is the master developer of the Lakefront neighborhood.

In 2017, IMH Columbia, LLC (IMH) purchased the site of a former Sheraton Hotel (Hotel Lot) subject to the Covenants.

Columbia The Company is currently developing certain property it owns in Merriweather District (formerly Downtown Columbia), which is subject to certain recorded documents, covenants, and restrictions (the Covenants).

Under the Covenants, HHH is the master developer of Merriweather District.

In 2017, IMH Columbia, LLC (IMH) purchased the site of a former Sheraton Hotel (the Hotel Lot) subject to the Covenants.

IMH has made demands that HHH accede to IMH’s development plans for the Hotel Lot and HHH has exercised its right under the Covenants to object to IMH’s plans for the Hotel Lot.

IMH filed a complaint seeking (1) a declaration that (A) HHH gave its consent, under the Covenants, to IMH’s proposed changes in use and onsite parking, or (B) that the limitations under the Covenants are obsolete and unenforceable, (2) damages reimbursing the costs and expenses IMH claims to have incurred in reliance on HHH's alleged consent to IMH’s proposed development, (3) damages related to the expectation of lost profits, which IMH alleges were caused by HHH breaching the Covenants by prohibiting IMH from proceeding with their proposed development, and (4) declarations finding that HHH had breached the shared parking related Covenants relating to HHH’s own property.

IMH filed a complaint seeking (1) a declaration that HHH gave its consent, under the Covenants, to IMH’s proposed changes in use and onsite parking, or that the limitations under the Covenants are obsolete and unenforceable, (2) damages reimbursing the costs and expenses IMH claims to have incurred in reliance on HHH's alleged consent to IMH’s proposed development, (3) damages related to the expectation of lost profits, which IMH alleged were caused by HHH breaching the Covenants by prohibiting IMH from proceeding with its proposed development, and (4) declarations finding that HHH breached the shared parking related Covenants relating to HHH’s own property.

The jury trial concluded in April 2024, and the jury found partially in favor of IMH and awarded damages of $ 17.0 million, which will accrue post-judgment interest of 10 % annually from the date of the final judgment.

The Company has filed a notice of appeal and will continue to defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint.

Timarron Park In June 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017.

The Company appealed the judgment, and the Court of Appeals heard oral arguments in September 2025.

In December 2025, the Appellate Court of Maryland affirmed the judgment in full and the Company does not intend to file a motion for reconsideration or appeal the decision.

As such, the Company accrued a liability of $ 19.8 million at December 31, 2025, inclusive of $ 17.0 million for the initial judgment and $ 2.8 million of related interest, and recognized the amount in Other income (loss), net in the accompanying Consolidated Statements of Operations for year ended December 31, 2025.

Timarron Park On June 14, 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017.

The complaint was filed in State Court in Harris County of the State of Texas.

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The plaintiffs are seeking restitution for damages to their properties and diminution of their property values.

In August 2022, the Court granted the Company’s summary judgment motions and dismissed the plaintiffs’ claims.

The Plaintiffs appealed the Company’s summary judgment win on Plaintiffs’ claims for negligence and negligent undertaking.

Plaintiffs did not appeal the Company’s summary judgment win on the rest of the Plaintiffs’ causes of action.

A Court of Appeals three-judge panel affirmed the trial court’s decision, and the Plaintiffs filed a motion for rehearing, which is currently pending.

On August 9, 2022, the Court granted the Company’s summary judgment motions and dismissed the plaintiffs’ claims.

The plaintiffs filed a motion for a new trial, which was denied.

Plaintiffs appealed.

In November 2024, a three-judge panel of the Court of Appeals affirmed the trial court’s judgment in the Company’s favor.

Plaintiffs sought rehearing.

In December 2025, the Court of Appeals again affirmed the trial court’s judgment in the Company’s favor in a subsequent opinion issued following rehearing.

The plaintiffs have obtained an extension of time to seek further rehearing or rehearing en banc and may also seek discretionary review by the Texas Supreme Court.

Any such review is discretionary.

The Company will continue to defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint.

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Accordingly, the Company has not recorded a charge as a result of this action.

Waiea The Company entered into a settlement agreement with the Waiea homeowners association related to certain construction defects at the condominium tower.

Pursuant to the settlement agreement, the Company agreed to pay for the repair of the defects.

However, as the Company believed the general contractor was ultimately responsible for the defects, the Company sought to recover the repair costs from the general contractor, other responsible parties, and insurance proceeds.

Total estimated cost related to the remediation was $ 158.4 million, inclusive of $ 3.0 million of additional costs recognized in the first quarter of 2024.

The sixth and final amendment of resolution of disputes and release agreement was executed during the first quarter of 2024, thereby releasing the Company from any further claims or demands from the Waiea homeowners association arising from or relating to the construction or repair of the condominium project.

As of December 31, 2024, $ 0.4 million remains in Construction payables for the estimated repair costs related to this matter, which is included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets.

In July 2024, the Company executed a settlement agreement with the general contractor, the Waiea homeowners association, and various insurance carriers.

As part of this settlement, the Company received $ 90.0 million of insurance proceeds from various insurance carriers during the third quarter of 2024, which was recognized in Other income (loss), net in the accompanying Consolidated Statements of Operations.

The amount received represents the full payout of the related insurance policy and per the executed agreement the Company agreed to release the general contractor and the insurance carriers from any further claims related to the construction defects at the condominium tower.

HHH 2024 FORM 10-K | 88

FINANCIAL STATEMENTS

Index to Financial Statements

Also, as part of this settlement agreement, the Company agreed to pay the general contractor $ 22.0 million, representing the final payment of project costs previously incurred by the general contractor.

This amount was paid in September 2024, and as the Company had $ 9.9 million accrued at December 31, 2023, related to these costs, the difference of $ 12.1 million was recognized in Condominium rights and units cost of sales in the accompanying Consolidated Statements of Operations.

Kō'ula On January 25, 2025, the Association of Unit Owners of Kō'ula (AOUO) provided notice of a claim filed against the Howard Hughes Corporation, and alleged affiliated entities, in the Circuit Court of First Circuit, State of Hawaii.

This claim is a building-wide construction matter alleging unspecified construction defects.

As the Company is awaiting information from the AOUO identifying its claims with specificity, the Company has not accrued any amount related to this claim as no estimate can be made at this time.

The Company does have an insurance policy to cover legal fees and defect repairs, if necessary.

Kō'ula In January 2025, the Association of Unit Owners of Kō'ula filed two complaints against the Company and the general contractor, with one complaint alleging multiple code violations and construction defects (Defect Action) and the other claiming that the Company understated operating costs and disproportionately allocated common expenses to the detriment of unit owners (Budget Action).

The Company’s insurance carrier has agreed to defend the Defect Action, while coverage for the Budget Action was denied.

The Company filed a motion to consolidate both complaints, which was granted in June 2025, and the court’s order regarding the same was entered in September 2025.

The Company filed motions to dismiss both actions in October 2025.

The Court heard both motions in December 2025, and the Company is awaiting a ruling.

The trial is presently scheduled for January 2027.

The Company has not accrued any amount related to this claim as the damage is undetermined.

Letters of Credit and Surety Bonds As of December 31, 2025, the Company had outstanding letters of credit totaling $ 5.2 million and surety bonds totaling $ 383.1 million.

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These letters of credit and surety bonds were issued primarily in connection with insurance requirements, special real estate assessments, and construction obligations.

Operating Leases The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets and Operating lease obligations on the Consolidated Balance Sheets.

See Note 17 - Leases for further discussion.

Guaranty Agreements The Company evaluates the likelihood of future performance under the below guarantees and, as of December 31, 2024 and 2023, there were no events requiring financial performance under the following guarantees.

Seaport Entertainment Guaranty Immediately prior to the spinoff, 250 Seaport District, LLC (SEG Borrower), then a subsidiary of HHH, refinanced the existing mortgage loan related to the 250 Water Street property.

This included the repayment of the existing mortgage loan payable with a carrying value of $ 113.4 million and the incurrence of $ 61.3 million in new mortgage indebtedness (SEG Term Loan).

As part of the refinancing, SEG Borrower also entered into a total return swap with a third-party lender to provide credit support for the SEG Term Loan, which was supported by a guaranty provided by a separate subsidiary of HHH (HHH Guarantor).

The SEG Term Loan and related total return swap were included in the liabilities transferred to Seaport Entertainment upon completion of the spinoff.

As a result, following the spinoff, HHH Guarantor now provides a full backstop guaranty for the SEG Term Loan.

The SEG Term Loan agreement is scheduled to mature on July 1, 2029.

Collateral for the loan includes the 250 Water Street property which was transferred to SEG upon completion of the spinoff.

Under the terms of SEG’s loan agreement, the Loan-to-Value (LTV) ratio must not exceed certain thresholds.

In the event the LTV ratio exceeds the applicable threshold, SEG must pay down the loan to an amount that would result in an LTV ratio under the applicable threshold.

In the event SEG fails to make any necessary payments when due, HHH Guarantor is required to make all payments in full.

In consideration of HHH Guarantor providing such guaranty, SEG will pay the Company an annualized guaranty fee equal to 2.0 % of the total outstanding principal, paid monthly.

The Company’s maximum exposure under this guaranty is equal to the outstanding principal and interest balance at the end of each period.

Given the value of the 250 Water Street property collateral, the Company does not expect to have to perform under this guaranty.

As of December 31, 2024, the SEG Term Loan LTV ratio is under the applicable threshold.

HHH 2025 FORM 10-K | 91

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Index to Financial Statements

Floreo In October 2022, Floreo, the Company’s 50 %-owned joint venture in Teravalis, closed on a $ 165 million bond financing.

See Note 18 - Leases for further discussion.

Guaranty Agreements The Company evaluates the likelihood of future performance under the below guarantees and, as of December 31, 2025 and 2024, there were no events requiring financial performance under the following guarantees.

Seaport Entertainment Guaranty Following the execution of the Spinoff, HHH provided a full backstop guaranty for SEG’s outstanding $ 61.3 million mortgage related to its 250 Water Street property (SEG Term Loan).

As consideration for providing such guaranty, SEG paid the Company an annualized guaranty fee equal to 2.0 % of the total outstanding principal, paid monthly.

The Company’s maximum exposure under this guaranty was equal to the outstanding principal and interest balance at the end of each period.

On February 6, 2026, SEG announced that it had closed the sale of its 250 Water Street property.

As part of the transaction, SEG repaid the SEG Term Loan in full and the Company was released from the related backstop guaranty.

Floreo Guaranty In October 2022, Floreo, the Company’s 50 %-owned joint venture in Teravalis, closed on a $ 165 million bond financing with a maturity date of October 1, 2027.

In February 2025, the borrowing capacity on the bond was increased to $ 365.0 million and the maturity was extended to December 1, 2029.

Outstanding borrowings as of December 31, 2025, were $ 242.0 million.

A wholly owned subsidiary of the Company (HHC Member) provides a guaranty for the bond in the form of a collateral maintenance commitment under which it will post refundable cash collateral if the Loan-to-Value ratio exceeds 50 %.

A separate wholly owned subsidiary of the Company also provides a backstop guaranty of up to $ 50 million of the cash collateral commitment in the event HHC Member fails to make necessary payments when due.

A wholly owned subsidiary of the Company (HHC Subsidiary) provided a guaranty for the bond in the form of a collateral maintenance commitment under which it will post refundable cash collateral if the LTV ratio exceeds 50 %.

A separate wholly owned subsidiary of the Company also provided a backstop guaranty requiring the payment of cash collateral in the event HHC Subsidiary fails to make necessary payments when due.

In February 2025, in connection with the increase of the borrowing capacity, the potential cash collateral commitment associated with this guaranty increased from $ 50.0 million to $ 100.0 million.

The cash collateral becomes nonrefundable if Floreo defaults on the bond obligation.

The Company received a fee of $ 5.0 million in exchange for providing this guaranty, which was recognized in Accounts payable and other liabilities on the Consolidated Balance Sheets as of December 31, 2024.

This liability amount will be recognized in Other income (loss), net in a manner that corresponds to the bond repayment by Floreo.

The Company received a fee of $ 5.0 million in exchange for providing the initial guaranty and recognized an additional guaranty fee of $ 6.0 million associated with the increased borrowing capacity.

This deferred income was recorded in Accounts payable and other liabilities on the Consolidated Balance Sheets as of December 31, 2025 and 2024, and will be recognized in Other income (loss), net in a manner that corresponds to the bond repayment by Floreo.

The Company’s maximum exposure under this guaranty is equal to the cash collateral that the Company may be obligated to post.

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Given the existence of other collateral including the undeveloped land owned by Floreo, the entity’s extensive and discretionary development plan, and its eligibility for reimbursement of a significant part of the development costs from the Community Facility District in Arizona, the Company does not expect to have to post collateral.

Downtown Columbia The Company’s wholly owned subsidiaries agreed to complete defined public improvements and to indemnify Howard County, Maryland, for certain matters as part of the Downtown Columbia Redevelopment District TIF bonds.

To the extent that increases in taxes do not cover debt service payments on the TIF bonds, the Company’s wholly owned subsidiary is obligated to pay special taxes.

Merriweather District (formerly Downtown Columbia) To the extent that increases in taxes do not cover debt service payments on the Redevelopment District TIF bonds issued by Howard County, Maryland, the Company’s wholly owned subsidiary is obligated to pay special taxes.

Management has concluded that, as of December 31, 2025, any obligations to pay special taxes are not probable.

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The reserved units for ‘A‘ali‘i tower are included in the ‘A‘ali‘i tower.

Units for Kō‘ula, Victoria Place, The Park Ward Village, and Kalae will be satisfied with the construction of Ulana Ward Village, which is a second workforce tower fully earmarked to fulfill the remaining reserved housing guaranty in the community.

Ulana Ward Village began construction in early 2023.

Units for Kō'ula, Victoria Place, The Park Ward Village, and Kalae were satisfied with the construction of Ulana Ward Village, which is a second workforce tower fully earmarked to fulfill the remaining reserved housing guaranty in the community.

Construction on Ulana Ward Village began in early 2023, and was completed in November 2025.

Stock-Based Compensation Plans

In May 2020, the Company’s stockholders approved The Howard Hughes Corporation 2020 Equity Incentive Plan (the 2020 Equity Plan).

In September 2025, the Company’s stockholders approved the Howard Hughes Holdings Inc.

2025 Equity Incentive Plan (the 2025 Equity Plan).

Pursuant to the 2025 Equity Plan, 2,000,000 shares of the Company’s common stock were reserved for issuance.

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The 2025 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors (Compensation Committee).

Prior to the adoption of the 2020 Equity Plan, equity awards were issued under The Howard Hughes Corporation Amended and Restated 2010 Equity Incentive Plan (the 2010 Equity Plan).

The adoption of the 2020 Equity Plan did not impact the administration of Awards issued under the 2010 Equity Plan but following adoption of the 2020 Equity Plan, equity awards will no longer be granted under the 2010 Equity Plan.

As of December 31, 2024, there were a maximum of 598,842 HHH shares available for future grants under the 2020 Equity Plan.

Prior to the spinoff of SEG, the Company had outstanding stock-based compensation awards in the form of stock options and RSAs, which were settleable in shares of common stock of HHH.

At the time of the spinoff, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors.

The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors.

In addition, the growth targets for the RSAs based on Net Asset Value and related performance conditions were revised to carve out the impact of the spinoff.

Also, the market conditions related to TSR targets were evaluated as of the spinoff date for the TSR-based RSAs and then modified to time-based, service conditions only.

The number of grantees affected by the modification was 193 and the total incremental stock-based compensation cost resulting from the modification is $ 1.6 million.

HHH 2025 FORM 10-K | 92

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Index to Financial Statements

Prior to the adoption of the 2025 Equity Plan, equity awards were issued under The Howard Hughes Corporation 2020 Equity Incentive Plan (the 2020 Equity Plan) and The Howard Hughes Corporation Amended and Restated 2010 Equity Incentive Plan (the 2010 Equity Plan).

The adoption of the 2025 Equity Plan did not impact the administration of Awards issued under previous plans but following adoption of the 2025 Equity Plan, equity awards will no longer be granted under previous plans.

As of December 31, 2025, there were a maximum of 1,939,450 HHH shares available for future grants under the 2025 Equity Plan.

The following summarizes stock-based compensation expense, net of amounts capitalized to development projects, for the years ended December 31:

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(b) Amounts shown are net of $ 3.2 million capitalized to development projects in 2025, $ 3.9 million capitalized to development projects in 2024, and $ 4.6 million capitalized to development projects in 2023.

Stock Options As a result of the modification, 102,337 HHH stock options were cancelled representing all outstanding HHH stock options as of the modification date and replaced with 110,255 new HHH stock options granted on the modification date.

The weighted-average exercise price for stock options granted is based on the post-spinoff exercise price for these awards.

There were no other stock options granted during 2024 and no exercises in 2024.

There were no grants no r exercises of stock options in 2023.

Stock Options There were no grants of stock options in 2025.

The following table summarizes stock option activity:

2 unchanged sentences

91,402 $ 91.90

Granted 110,255 94.86

Forfeited ( 113,414 ) 103.17

Exercised (a) ( 1,615 ) 63.36

Expired ( 21,547 ) 123.44

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59,621 $ 83.16 2.5 $ 505,949

There were no stock options exercised during 2023.

The total intrinsic value of stock options exercised was $ 0.1 million during 2022, based on the difference between the market price at the exercise date and the exercise price.

Cash received from stock option exercises was $ 0.3 million in 2022.

The tax benefit from these exercises was immaterial.

(a) The total intrinsic value of stock options exercised was immaterial during 2025, based on the difference between the market price at the exercise date and the exercise price.

There were no stock options exercised during 2024 or 2023.

The fair value of stock option awards is determined using the Black-Scholes option-pricing model with the following assumptions:

5 unchanged sentences

2025 2024 2023

Weighted-average grant date fair value $ 11.16 N/A $ 37.70

Expected life of options (in years) (a) 3.3 N/A 7.5

Risk-free interest rate 4.3 % N/A 3.4 %

Expected volatility 30.6 % N/A 50.3 %

Weighted-average grant date fair value N/A $ 11.16 N/A

Expected life of options (in years) N/A 3.3 N/A

Risk-free interest rate N/A 4.3 % N/A

Expected volatility N/A 30.6 % N/A

Expected annual dividend per share — — N/A

(a) The expected life of options granted in 2024 is the expected time to exercise from the modification date as determined by the Black-Scholes option-pricing model.

Generally, options granted vest over requisite service periods, expire ten years after the grant date and generally do not become exercisable until their restrictions on exercise lapse after the five-year anniversary of the grant date.

3 unchanged sentences

Index to Financial Statements

Restricted Stock Restricted stock awards issued under the 2020 Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Compensation Committee.

In addition to the granting of restricted stock to certain members of management, the Company awards restricted stock to non‑employee directors as part of their annual retainer.

The management awards generally vest over a range of three to five years , and non‑employee director awards generally vest in approximately one year .

As a result of the modification, 528,710 restricted stock awards were cancelled representing all unvested restricted stock awards as of the modification date and replaced with 438,266 new restricted stock awards granted on the modification date.

The weighted-average grant date fair value for restricted stock granted due to modification is based on the fair value at date of modification.

Restricted Stock Restricted stock awards may not be sold or otherwise transferred until restrictions have lapsed as established by the Compensation Committee.

In addition to the granting of restricted stock to employees, the Company awards restricted stock to non‑employee directors as part of their annual retainer.

The employee awards generally vest over a range of three to five years , and non‑employee director awards generally vest in approximately one year .

The following table summarizes restricted stock activity:

17 unchanged sentences

thousands 2025 2024 2023

Current $ 18,655 $ 36,315 $ 26,364

Deferred 61,529 ( 9,897 ) 55,832

Federal $ 12,744 $ 15,534 $ 33,783

State 1,293 3,121 2,532

Total current 14,037 18,655 36,315

Federal 24,463 61,853 ( 7,601 )

State ( 884 ) ( 324 ) ( 2,296 )

Total deferred 23,579 61,529 ( 9,897 )

Total $ 37,616 $ 80,184 $ 26,418

5 unchanged sentences

thousands except percentages 2025 2024 2023

Income (loss) from continuing operations before income taxes $ 365,399 $ 109,828 $ 334,905

federal statutory tax rate 21.0 % 21.0 % 21.0 %

Tax computed at the U.S.

1 unchanged sentence

Increase (decrease) in valuation allowance, net 148 0.1 % ( 20,736 ) ( 5.7 ) % 4,003 3.7 %

State income tax expense (benefit), net of federal income tax 18,719 ( 4,432 ) 11,232

Tax expense (benefit) from other change in rates, prior period adjustments, and other permanent differences 3,398 1,701 314

State and local income tax expense (benefit), net of federal income tax (a) 182 0.1 % 18,719 5.1 % ( 4,432 ) ( 4.0 ) %

Tax expense on compensation disallowance 4,380 2.7 % 1,920 0.5 % 2,133 1.9 %

Net (income) loss attributable to noncontrolling interests 149 ( 51 ) ( 22 )

Other, net ( 1,000 ) ( 0.6 ) % 3,547 1.0 % 1,650 1.5 %

Income tax expense (benefit) $ 37,616 23.3 % $ 80,184 21.9 % $ 26,418 24.1 %

Effective tax rate 21.9 % 24.1 % 24.5 %

(a) Tax in Maryland, Hawai‘i, Virginia, Texas, New York, and New York City comprise more than 50% of the tax effect in this category.

As of December 31, 2025, the amounts and expiration dates of operating loss carryforwards for tax purposes are as follows:

thousands Amount

Net operating loss carryforwards - Federal (a) $ 802,747

Net operating loss carryforwards - State (b) 1,237,887

(a) Federal net operating loss carryforwards have an indefinite carryforward period.

(b) State net operating loss carryforwards of $ 979.7 million have an indefinite carryforward period.

The remaining $ 258.1 million of carryforwards have varying carryforward periods through 2044.

thousands Amount Expiration Date

Net operating loss carryforwards - Federal $ 708,566 n/a

Net operating loss carryforwards - State 326,955 2025-2044

Net operating loss carryforwards - State 304,402 n/a

Charitable contribution carryforwards - Federal 3,432 2030

General business tax credit carryforwards 1,095 2044

The following summarizes tax effects of temporary differences and carryforwards included in the net deferred tax liabilities as of December 31:

1 unchanged sentence

Deferred tax assets:

Operating and development properties and fixed assets $ — $ 204,532

Investments in unconsolidated ventures — 11,577

Accrued expenses $ 10,192 $ 9,376

Prepaid expenses 45 2,015

Investments in unconsolidated ventures 5,105 —

Other 2,644 4,841

Accounts receivable 1,049 1,283

Operating loss and tax carryforwards 189,054 205,244

6 unchanged sentences

Deferred income ( 18,167 ) ( 18,839 )

Accounts receivable ( 19,202 ) ( 18,686 )

Prepaid expenses ( 1,816 ) ( 2,981 )

Investments in unconsolidated ventures — ( 1,146 )

1 unchanged sentence

Total net deferred tax liabilities $ ( 164,472 ) $ ( 142,100 )

HHH 2024 FORM 10-K | 93

FINANCIAL STATEMENTS

Index to Financial Statements

The deferred tax liability associated with the Company’s MPCs is largely attributable to the difference between the basis and value determined as of the date of the acquisition by its predecessors adjusted for sales that have occurred since that time.

1 unchanged sentence

The deferred tax liability related to deferred income represents the difference between the income tax method of accounting and the financial statement method of accounting for prior sales of land in the Company’s MPCs.

HHH 2025 FORM 10-K | 95

FINANCIAL STATEMENTS

Index to Financial Statements

Generally, the Company is currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2022 through 2024.

10 unchanged sentences

(Gain) loss reclassified to net income ( 13,131 )

Reclassification of the Company's share of previously deferred derivative gains to net income (a) ( 6,723 )

Pension adjustment 259

13 unchanged sentences

Balance at December 31, 2025 $ ( 1,827 )

(a) In March 2022, the Compa ny completed the sale of its ownership interest in 110 North Wacker and released a net of $ 6.7 million from Accumulated other comprehensive income (loss), representing the Company’s $ 8.6 million share of previously deferred gains associated with the Venture’s derivative instruments net of tax expense of $ 1.9 million.

Refer to Note 3 - Investments in Unconsolidated Ventures for additional information.

HHH 2024 FORM 10-K | 94

FINANCIAL STATEMENTS

Index to Financial Statements

The following table summarizes the amounts reclassified out of AOCI for the years ended December 31:

5 unchanged sentences

Total reclassifications of (income) loss for the period $ ( 2,923 ) $ ( 4,497 )

HHH 2025 FORM 10-K | 96

FINANCIAL STATEMENTS

Index to Financial Statements

Earnings Per Share

2 unchanged sentences

The dilutive effect of options and non-vested stock issued under stock‑based compensation plans is computed using the treasury stock method.

The dilutive effect of the warrants, which expired without being exercised in 2023, was computed using the if-converted method.

Information related to the Company’s EPS calculations is summarized for the years ended December 31 as follows:

18 unchanged sentences

Restricted stock and stock options 142 66 250

Warrants — — 2,053

Common Stock Repurchases In October 2021, the Company’s board of directors (Board) authorized a share repurchase program, pursuant to which the Company was authorized to purchase up to $ 250.0 million of its common stock through open-market transactions.

During the fourth quarter of 2021, the Company repurchased 1,023,284 shares of its common stock, par value $ 0.01 per share, for $ 96.6 million, or approximately $ 94.42 per share.

During the first quarter of 2022, the Company repurchased an additional 1,579,646 shares of its common stock, for $ 153.4 million, or approximately $ 97.10 per share, thereby completing all authorized purchases under the October 2021 plan.

HHH 2024 FORM 10-K | 95

FINANCIAL STATEMENTS

Index to Financial Statements

In March 2022, the Board authorized an additional share repurchase program, pursuant to which the Company may, from time to time, purchase up to $ 250.0 million of its common stock through open-market transactions.

Common Stock Repurchases In March 2022, the Board authorized a share repurchase program, pursuant to which the Company may, from time to time, purchase up to $ 250.0 million of its common stock through open-market transactions.

The date and time of such repurchases will depend upon market conditions, and the program may be suspended or discontinued at any time.

During 2022, the Company repurchased 2,704,228 shares of its common stock under this program for approximately $ 235.0 million at an average price of $ 86.90 per share.

All purchases were funded with cash on hand.

During 2022, the Company repurchased approximately $ 235.0 million of its common stock.

Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

1 unchanged sentence

Additionally, certain real estate selling costs, such as the costs related to the Company’s condominium model units, are either expensed immediately or capitalized as property and equipment and depreciated over their estimated useful life.

HHH 2025 FORM 10-K | 97

FINANCIAL STATEMENTS

Index to Financial Statements

The following presents the Company’s revenues disaggregated by revenue source for the years ended December 31:

11 unchanged sentences

Total revenues $ 1,474,892 $ 1,750,689 $ 908,753

Revenues by segment

Operating Assets revenues $ 444,300 $ 410,254 $ 401,304

Master Planned Communities revenues 522,925 448,452 408,365

Strategic Developments revenues 783,396 49,987 679,763

Corporate revenues 68 60 58

Total revenues $ 1,750,689 $ 908,753 $ 1,489,490

Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable.

11 unchanged sentences

Balance at December 31, 2025

HHH 2024 FORM 10-K | 96

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Remaining Unsatisfied Performance Obligations The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts executed and in progress.

8 unchanged sentences

These amounts exclude estimated amounts of variable consideration which are constrained, such as builder price participation.

HHH 2025 FORM 10-K | 98

FINANCIAL STATEMENTS

Index to Financial Statements

The Company has lease agreements with lease and non-lease components and has elected to aggregate these components into a single component for all classes of underlying assets.

8 unchanged sentences

The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate.

The Company’s leases have remaining lease terms of approximately 2 years to approximately 25 years, excluding extension options.

The Company’s leases have remaining lease terms of approximately 1 year to approximately 24 years, excluding extension options.

The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets;

the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

1 unchanged sentence

The Company’s lease agreements do not contain residual value guarantees or restrictive covenants.

The Company leases certain buildings and office space constructed on its ground leases to third parties.

The Company leases certain buildings constructed on its ground leases to third parties.

The Company’s leased assets and liabilities are as follows:

2 unchanged sentences

Operating lease obligations 4,868 5,456

HHH 2024 FORM 10-K | 97

FINANCIAL STATEMENTS

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Future minimum lease payments as of December 31, 2025, are as follows:

9 unchanged sentences

Operating cash flows on operating leases $ 992 $ 759

HHH 2025 FORM 10-K | 99

FINANCIAL STATEMENTS

Index to Financial Statements

Other Information 2025 2024

18 unchanged sentences

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants.

Minimum rent revenues reported on the Consolidated Statements of Operations also include amortization related to above-market and below‑market tenant leases on acquired properties.

Minimum rent revenues reported in the Consolidated Statements of Operations also include amortization related to above-market and below‑market tenant leases on acquired properties.

HHH 2025 FORM 10-K | 100

1 unchanged sentence

Index to Financial Statements

In 2024, the Company completed the spinoff of Seaport Entertainment Group Inc.

which included all assets in the previously reported Seaport segment and the Las Vegas Aviators and Las Vegas Ballpark previously included in the Operating Assets segment.

These assets are now disclosed as discontinued operations in the current and prior periods.

See Note 2 - Discontinued Operations for additional information on the spinoff transaction.

The Company has three business segments, Operating Assets, MPC, and Strategic Developments, which are organized based on the different products and services that each segment offers, and are separately managed as each requires different operating strategies or management expertise reflective of management’s operating philosophies and methods.

73 unchanged sentences

Strategic Developments EBT ( 13,903 ) 282,805 ( 17,306 )

General and administrative ( 91,752 ) ( 86,671 ) ( 81,770 )

General and administrative expenses ( 122,240 ) ( 91,752 ) ( 86,671 )

Gain (loss) on sale of MUD receivables ( 48,197 ) ( 48,651 ) —

9 unchanged sentences

Total revenues $ 1,474,892 $ 1,750,689 $ 908,753

The following represents asset information by segment and the reconciliation of total segment assets to Total assets in the Consolidated Balance Sheets as of December 31:

The following represents asset information by segment and the reconciliation of total segment assets to Total assets on the Consolidated Balance Sheets as of December 31:

thousands 2025 2024

3 unchanged sentences

Corporate 1,167,184 452,456

Discontinued operations — 615,272

Total assets $ 10,639,461 $ 9,211,236

4 unchanged sentences

Strategic Developments 176,689 239,472

Corporate 740 7,028

HHH 2025 FORM 10-K | 103

5 unchanged sentences

See Note 3 - Discontinued Operations for additional information.

The following table provides summarized quarterly financial data for 2024 and 2023.

The following table provides summarized quarterly financial data for 2024.

All per share amounts presented below are calculated based on whole dollars and number of shares, and therefore the sum of continuing and discontinued operations per share amounts may not recalculate to the total per share amounts.

16 unchanged sentences

Diluted income (loss) per share attributable to common stockholders $ ( 1.06 ) $ 0.42 $ 1.46 $ 3.12

Total revenues $ 181,541 $ 185,775 $ 228,473 $ 312,964

Operating income (loss) 37,790 13,941 59,376 105,117

Net income (loss) from continuing operations 6,493 ( 7,981 ) 32,064 52,834

Net income (loss) from discontinued operations, net of tax ( 29,120 ) ( 11,160 ) ( 576,199 ) ( 18,461 )

Net income (loss) ( 22,627 ) ( 19,141 ) ( 544,135 ) 34,373

Net (income) loss attributable to noncontrolling interests ( 118 ) ( 2 ) ( 46 ) ( 77 )

Net income (loss) attributable to common stockholders ( 22,745 ) ( 19,143 ) ( 544,181 ) 34,296

Basic income (loss) per share — continuing operations $ 0.13 $ ( 0.16 ) $ 0.65 $ 1.06

Basic income (loss) per share — discontinued operations $ ( 0.59 ) $ ( 0.23 ) $ ( 11.61 ) $ ( 0.37 )

Basic income (loss) per share — attributable to common stockholders $ ( 0.46 ) $ ( 0.39 ) $ ( 10.97 ) $ 0.69

Diluted income (loss) per share — continuing operations $ 0.13 $ ( 0.16 ) $ 0.64 $ 1.06

Diluted income (loss) per share — discontinued operations $ ( 0.59 ) $ ( 0.23 ) $ ( 11.60 ) $ ( 0.37 )

Diluted income (loss) per share — attributable to common stockholders $ ( 0.46 ) $ ( 0.39 ) $ ( 10.96 ) $ 0.69

HHH 2025 FORM 10-K | 104

10 unchanged sentences

Lakeside Row Cypress, TX Multifamily 35,500 812 42,875 — 563 812 43,438 44,250 ( 10,574 ) 2018 2019

One Bridgeland Green Cypress, TX Development — — 16,791 — — — 16,791 16,791 — 2024

Memorial Hermann Medical Office Cypress, TX Development 3,735 — 9,339 — — — 9,339 9,339 — 2025

One Bridgeland Green Cypress, TX Office — 1,118 33,482 — — 1,118 33,482 34,600 ( 316 ) 2024 2025

Starling at Bridgeland Cypress, TX Multifamily 37,976 1,511 57,505 — 701 1,511 58,206 59,717 ( 7,169 ) 2021 2022

8 unchanged sentences

10285 Lakefront Medical Office Columbia, MD Office 17,983 — 48,156 — — — 48,156 48,156 ( 2,220 ) 2022 2024

Lakefront District Columbia, MD Development — 400 80,053 ( 400 ) ( 44,992 ) — 35,061 35,061 — Various

One Mall North Columbia, MD Office — 7,822 10,818 — 3,817 7,822 14,635 22,457 ( 12,681 ) 2016

3 unchanged sentences

Two Merriweather Columbia, MD Office 25,600 1,019 33,016 — 5,201 1,019 38,217 39,236 ( 9,352 ) 2016 2017

Merriweather District Columbia, MD Development — — 76,808 — 10,987 — 87,795 87,795 — 2015

Merriweather District (g) Columbia, MD Development — 400 156,861 ( 400 ) ( 39,356 ) — 117,505 117,505 — Various

Merriweather Row Columbia, MD Office 58,927 24,685 94,824 — 62,754 24,685 157,578 182,263 ( 48,418 ) 2012/2014

2 unchanged sentences

Constellation Las Vegas, NV Multifamily 24,200 3,069 39,759 — 2,681 3,069 42,440 45,509 ( 12,535 ) 2017

Downtown Summerlin (g)(h) Las Vegas, NV Retail/Office 1,519 30,855 364,100 — 31,318 30,855 395,418 426,273 ( 141,906 ) 2013 2014 / 2015

Hockey Ground Lease (g) Las Vegas, NV Other 141 6,705 2,198 — — 6,705 2,198 8,903 ( 403 ) 2017

Downtown Summerlin (h)(i) Las Vegas, NV Retail/Office 1,297 30,855 364,100 — 30,537 30,855 394,637 425,492 ( 150,337 ) 2013 2014 / 2015

Hockey Ground Lease (h) Las Vegas, NV Other 121 6,705 2,198 — — 6,705 2,198 8,903 ( 458 ) 2017

Meridian Las Vegas, NV Office 16,690 4,509 42,242 — — 4,509 42,242 46,751 ( 2,149 ) 2022 2024

1700 Pavilion (g) Las Vegas, NV Office 70,574 1,700 101,760 — 9,178 1,700 110,938 112,638 ( 7,214 ) 2021 2022

Two Summerlin (g) Las Vegas, NV Office 40,857 3,037 47,104 — 2,151 3,037 49,255 52,292 ( 12,979 ) 2017 2018

Summerlin (g) Las Vegas, NV MPC 81,793 990,179 — 163,556 1,180 1,153,735 1,180 1,154,915 ( 752 ) 2004

Summerlin Grocery Anchored Center (g) Las Vegas, NV Retail 3,715 4,073 35,357 — — 4,073 35,357 39,430 ( 167 ) 2023 2024

1700 Pavilion (h) Las Vegas, NV Office 75,045 1,700 101,760 — 11,020 1,700 112,780 114,480 ( 11,902 ) 2021 2022

Two Summerlin (h) Las Vegas, NV Office 40,849 3,037 47,104 — 1,924 3,037 49,028 52,065 ( 13,916 ) 2017 2018

Summerlin (h) Las Vegas, NV MPC 78,535 990,179 — 266,875 1,298 1,257,054 1,298 1,258,352 ( 856 ) 2004

Summerlin Grocery Anchored Center (h) Las Vegas, NV Retail 14,986 4,073 43,050 — — 4,073 43,050 47,123 ( 1,506 ) 2023 2024

Summerlin Predevelopment Las Vegas, NV Development — — 25,540 — — — 25,540 25,540 —

Tanager (g) Las Vegas, NV Multifamily 58,616 7,331 53,978 — 661 7,331 54,639 61,970 ( 11,632 ) 2017 2019

Tanager Echo (g) Las Vegas, NV Multifamily 59,529 2,302 86,013 — — 2,302 86,013 88,315 ( 5,284 ) 2021 2023

Tanager (h) Las Vegas, NV Multifamily 58,599 7,331 53,978 — 1,002 7,331 54,980 62,311 ( 13,743 ) 2017 2019

Tanager Echo (h) Las Vegas, NV Multifamily 70,032 2,302 86,013 — 96 2,302 86,109 88,411 ( 8,825 ) 2021 2023

HHH 2025 FORM 10-K | 105

9 unchanged sentences

Creekside Park West The Woodlands, TX Retail 15,366 1,228 17,922 ( 121 ) 1,094 1,107 19,016 20,123 ( 3,862 ) 2018 2019

Grogan’s Mill Library and Community Center The Woodlands, TX Development — — 13,786 — — — 13,786 13,786 ( 375 ) 2024

Grogan's Mill Retail The Woodlands, TX Development — — 2,042 — — — 2,042 2,042 — 2024

Grogan's Mill Retail The Woodlands, TX Retail — 3,711 5,928 — — 3,711 5,928 9,639 ( 384 ) 2024 2025

Houston Ground Leases - The Woodlands The Woodlands, TX Other — 13,324 2,582 — — 13,324 2,582 15,906 ( 644 ) Various

15 unchanged sentences

9303 New Trails The Woodlands, TX Office 7,025 1,929 11,915 — 2,321 1,929 14,236 16,165 ( 5,391 ) 2011

1 Riva Row The Woodlands, TX Development 35,996 — 88,897 — — — 88,897 88,897 — 2023

1 Riva Row The Woodlands, TX Multifamily 89,153 3,226 140,726 — — 3,226 140,726 143,952 ( 309 ) 2023 2025

3831 Technology Forest Drive The Woodlands, TX Office 16,000 514 14,194 — 3,770 514 17,964 18,478 ( 8,411 ) 2014 2014

4 unchanged sentences

The Woodlands Predevelopment The Woodlands, TX Development — — 50,481 — — — 50,481 50,481 ( 2,153 )

The Woodlands Towers at the Waterway (i) The Woodlands, TX Office 379,549 11,044 437,561 — 48,835 11,044 486,396 497,440 ( 80,277 ) 2019

The Woodlands Towers at the Waterway (j) The Woodlands, TX Office 378,340 11,044 437,561 — 51,340 11,044 488,901 499,945 ( 99,312 ) 2019

The Woodlands Warehouse The Woodlands, TX Other 13,700 4,480 4,389 — 120 4,480 4,509 8,989 ( 1,085 ) 2019

20/25 Waterway Avenue The Woodlands, TX Retail 14,500 2,346 8,871 — 1,053 2,346 9,924 12,270 ( 3,375 ) 2011

Waterway Plaza II The Woodlands, TX Office 9,663 841 10,279 — 399 841 10,678 11,519 ( 701 ) 2024

3 Waterway Square The Woodlands, TX Office 38,217 748 42,214 — 5,899 748 48,113 48,861 ( 19,134 ) 2012 2013

4 Waterway Square The Woodlands, TX Office 20,574 1,430 51,553 — 11,690 1,430 63,243 64,673 ( 25,718 ) 2011

6 Waterway (k) The Woodlands, TX Office 9,663 841 10,279 — 1,394 841 11,673 12,514 ( 1,473 ) 2024

7 Waterway The Woodlands, TX Development — — 16,377 — — — 16,377 16,377 — 2025

20/25 Waterway Avenue The Woodlands, TX Retail 14,339 2,346 8,871 — 756 2,346 9,627 11,973 ( 3,335 ) 2011

Waterway Square Retail The Woodlands, TX Retail — 1,341 4,255 — 1,314 1,341 5,569 6,910 ( 2,209 ) 2011

16 unchanged sentences

The Park Ward Village Honolulu, HI Development 269,930 — 528,262 — — — 528,262 528,262 — 2022

Ulana Ward Village Honolulu, HI Development 181,581 — 307,839 — — — 307,839 307,839 — 2023

Ulana Ward Village Honolulu, HI Condominium — — 15,315 — — — 15,315 15,315 ( 2 ) 2023 2025

Victoria Place Honolulu, HI Condominium — — 1,396 — — — 1,396 1,396 ( 359 ) 2021 2024

10 unchanged sentences

for projects undergoing development or redevelopment, it includes all costs incurred up to the end of the reporting period;

for acquired properties, it represents the acquisition cost.

for acquired properties not in need of redevelopment, it represents the acquisition cost.

(c) For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs.

3 unchanged sentences

(f) Depreciation is based upon the useful lives in Note 1 - Presentation of Financial Statements and Significant Accounting Policies .

(g) Encumbrances balance either represents or is inclusive of SIDs.

(h) Downtown Summerlin includes the One Summerlin office property, which was placed in service in 2015.

(i) The Woodlands Towers at the Waterway includes 1201 Lake Robbins and 9950 Woodloch Forest.

(g) Includes amounts from the Lakefront District development that is now considered a part of Merriweather District following rebranding efforts for the area.

(h) Encumbrances balance either represents or is inclusive of SIDs.

(i) Downtown Summerlin includes the One Summerlin office property, which was placed in service in 2015.

(j) The Woodlands Towers at the Waterway includes 1201 Lake Robbins and 9950 Woodloch Forest.

(k) In 2025, the Company rebranded 6 Waterway (formerly Waterway Plaza II).

Reconciliation of Real Estate

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data